Odfjell Drilling: successful NOK 1.1 billion bond issue by Odfjell Technology Ltd.
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, TO
U.S.NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONGOR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Odfjell Drilling Ltd.'s(" Odfjell Drilling" or the "Company", OSE: ODL) newly announced contemplated spin off, Odfjell Technology Ltd.("OTL"), has today successfully priced NOK 1.1bnin senior secured bonds. The bonds will mature in February 2026and bear interest of 3 months Nibor plus 700 basis points. The net proceeds from the bond issue will, together with a new USD 25 millionsuper senior revolving credit facility ("RCF") at 3 months Libor + 375 basis points, be used to carry out the internal reorganisation and to repay the existing USD 150 millioncredit facility related to the spin off business. Simen Lieungh, CEO of Odfjell Drilling AS, commented: "We are very pleased to see the strong reception of our recently announced spin off from employees, customers, and investors. The bond issuance is, together with the RCF, a key component in the capital structure of OTL and we are very satisfied with the strong support from both Nordic and international bond investors as well as our key lenders. We will continue to focus on operational excellence and apply financial discipline, and we are confident that OTL will have the ability to drive enhanced returns in a manner consistent with the current market opportunities." DNB Marketsacted as Global Coordinator and Joint Bookrunner, and Danske Bankand Nordea as Joint Bookrunners for the bond issue (jointly, the "Managers"). Wikborg Rein Advokatfirma ASis acting as legal counsel to OTL in connection with the financing. For more information on the contemplated spin off and subsequent stock exchange listing of OTL, please refer to the recent Company announcement. For further queries, please contact: Gillian Basson, Corporate Secretary +44 (0)7796 547889 [email protected] Aberdeen, United Kingdom 4 February 2022 Odfjell Drilling Ltd.Important Notice: These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of Odfjell Drilling Ltd.or Odfjell Technology Ltd.(each, an "Issuer") in the United Statesor any other jurisdiction. The securities of the Issuer may not be offered or sold in the United Statesabsent registration or an exemption from registration under the U.S.Securities Act of 1933, as amended (the " U.S.Securities Act"). The securities of the Issuer have not been, and will not be, registered under the U.S.Securities Act. Any sale in the United Statesof the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S.Securities Act. No public offering of the securities will be made in the United States. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliamentand of the Council of 14 June 2017(together with any applicable implementing measures in any Member State). In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investorswho (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. This statement contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Issuer. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Issuer believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Issuer's services, changes in the general economic, political and market conditions in the markets in which the Issuer operates, the Issuer's ability to attract, retain and motivate qualified personnel, changes in the Issuer's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies, and other important factors include, but are not limited to, the possibility that we will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Accordingly, there is no guarantee that the Listing will occur. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Each of the Issuer, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether because of new information, future developments or otherwise. The Managers are acting exclusively for the Issuer and no one else and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Issuer. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. Certain figures contained in this document, including financial information, may have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Specifically, neither this announcement nor the information contained herein is for publication, distribution, or release, in whole or in part, directly or indirectly, in or into or from the United States(including its territories and possessions, any State of the United Statesand the District of Columbia), Australia, Canada, Hong Kong, Japanor any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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