Approved Prospectus, listing of shares and Repair Offering
21 Mar 2018
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange releases published by Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) on 1 March 2018 regarding the issuance of the Private Placement Shares and on 13 March 2018 regarding the issuance of the Bond Conversion Shares.
The Financial Supervisory Authority of Norway has approved a prospectus dated 21 March 2018 (the “Prospectus”) in connection with (i) the listing of a total of 329,578,943 shares in the Company (the “New Shares”) on Oslo Børs, each with a par value of USD 0.10, issued in connection with the Private Placement and the Bond Conversion (as defined in the stock exchange notice released by the Company on 13 February 2018), and (ii) the repair offering and listing of 30,769,231 shares in the Company (the “Offer Shares”).
Listing of the New Shares on Oslo Børs and delisting from Merkur Market:
The New Shares issued in the Private Placement and the Bond Conversion have, since their issuance, been listed on Merkur Market with the ticker code PLCS-ME and registered on a separate ISIN being KYG7153K1739. As a consequence of the approval and publication of the Prospectus, the New Shares will become tradeable on Oslo Børs with the ticker code “PLCS” and placed on the ordinary ISIN of the Company’s shares, being ISIN number KYG7153K1085, from and including 22 March 2018. The last day of listing of the New Shares on Merkur Market will be today, 21 March 2018.
The repair offering comprises a fully underwritten offer of 30,769,231 Offer Shares at a subscription price of NOK 1.30 per share (the “Repair Offering”). The Company’s shareholders as of 25 January 2018, as documented by the shareholder register in the Norwegian Central Securities Depository (the “VPS”) as of 29 January 2018 (the “Record Date”), who were not invited to participate in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (“Eligible Shareholders”), will receive non-transferable subscription rights (the “Subscription Rights”) based on their shareholding as of the Record Date. The Repair Offering has been underwritten by Bybrook Capital LLP, as investment manager for certain funds managed by it, and the underwriting undertaking is subject to customary conditions.
Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Repair Offering. Over-subscription and subscription without Subscription Rights will be permitted; however there can be no assurance that Offer Shares will be allocated for such subscriptions. The subscription period for the Repair Offering commences at 09:00 hours CET on 22 March 2018 and expires at 12:00 hours CET on 5 April 2018 (the “Subscription Period”).
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, acts as joint managers (the “Managers”) for the Repair Offering.
The Prospectus, including the subscription form, will be available from 22 March 2018 at www.polarcus.com, www.abgsc.com and www.dnb.no/emisjoner, and will also be available free of charge at the business offices of the Company and the Managers.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus.
Norwegian investors with a VPS account can in addition subscribe for Offer Shares online at www.abgsc.com and www.dnb.no/emisjoner from 22 March 2018.
Caleb Raywood, Company Secretary
+971 4 4360 816
Hans-Peter Burlid, CFO
+971 50 559 8175
Polarcus (OSE: PLCS) is an innovative marine geophysical company with a pioneering environmental agenda, delivering high-end towed streamer data acquisition and imaging services from Pole to Pole. Polarcus operates a fleet of high performance 3D seismic vessels incorporating leading-edge maritime technologies for improved safety and efficiency. Polarcus offers contract seismic surveys and multi-client projects with advanced onboard processing solutions and employs approximately 350 professionals worldwide. The Company’s principal office is in Dubai, United Arab Emirates. For more information, visit www.polarcus.com