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SeaBird Exploration Plc: Contemplated Private Placement

2013-12-19, 16:54
19 December, 2013, Limassol, Cyprus:

The Board of Directors of SeaBird Exploration Plc 
("SeaBird" or the "Company") is considering to raise 
new equity of approximately USD 4 to 6 million by 
issuing between 8,300,000 and 12,000,000 million new 
shares through a private placement directed towards 
existing shareholders and new investors (the "Private 
Placement") at a share price of NOK 3.00. 

ABG Sundal Collier Norge ASA (the "Manager") has 
already received one order for USD 3 million from 
Ordinat Shipping AS. John Olav Økland, who is one of 
the owners of Ordinat Shipping AS, is a primary 
insider and Board Member of SeaBird. Ordinat Shipping 
AS is also the owner of the vessels Geo Pacific and 
Munin Explorer which are leased by SeaBird. 
Furthermore, Board Member Kjell Hjalmar Mathiassen 
has subscribed for NOK 1.0 million and Henrik A. 
Christensen, the Chairman of the Board has through 
his wholly owned company, August AS, order shares for 
NOK 1.0 million.

The proceeds from the Private Placement will be used 
to strengthen the Company's balance sheet and 
liquidity position. For Q4 2013, SeaBird estimates 
based on preliminary analysis that it will report 
revenues in the range of USD 30 to 35 million and 
EBITDA in the range of USD -2 to 1 million. On 4 
December 2013, the Board of Directors approved the 
budget for 2014, a summary of which is attached 
hereto. The budget has not been updated with 
subsequent events. 

The minimum subscription amount in the private 
placement will be NOK 1,000,000. The subscription 
price is NOK 3.00 per share. Completion of the 
private placement is subject to Board of Directors 
proposing a resolution to increase the capital.

ABG Sundal Collier Norge ASA has been engaged as sole 
manager for the Private Placement.

The application period will start on 19 December 2013 
at 16:30 CET and be open until 08:00 CET on 20 
December 2013. However, the Company, together with 
the Manager, reserve the right to close or extend the 
application period at any time.

The Manager has entered into a share lending 
agreement with existing shareholders, and the private 
placement will be settled with borrowed shares that 
will be tradable immediately upon allocation.

Subject to successful completion of the Private 
Placement, the Board of Directors of SeaBird will 
evaluate a subsequent offering, which may require 
shareholder approval at an extraordinary general 
meeting, of 3,000,000 shares at the same price as in 
the Private Placement. This offering would be 
directed towards the Company's shareholders as of 19 
December 2013 (as documented by the shareholder 
register in the VPS on 27 December 2013) i) not being 
offered or invited to participate in the Private 
Placement or ii) holding less than 1,500,000 shares 
as of 19 December 2013 and not participating in the 
Private Placement.

SeaBird is a global provider of marine acquisition 
for 2D/3D and 4D seismic data, and associated 
products and services to the oil and gas industry. 
SeaBird specializes in high quality operations within 
the high end of the source vessel and 2D market, as 
well as in the shallow/deep water 2D/3D and 4D 
market. Main focus for the company is proprietary 
seismic surveys (contract seismic). Main
success criteria for the company are an unrelenting 
focus on Health, Safety, Security, Environment and 
Quality (HSSEQ), combined with efficient collection 
of high quality seismic data. All statements in this 
press release other than statements of historical 
fact are forward-looking statements and are subject 
to a number of risks, uncertainties and assumptions 
that are difficult to predict, and are based upon 
assumptions as to future events that may not prove 
accurate. These factors include SeaBird`s reliance on 
a cyclical industry and the utilization of the 
company's vessels. Actual results may differ 
substantially from those expected or projected in the 
forward-looking statements.


For further information, please contact:

Dag Reynolds, CEO, tel. +47 908 83 737
Nils C Haugestad, tel. +971 4 427 1700

          * * *

Important notice:

This announcement is not an offer for sale of 
securities in the United States or any other country 
in which such offer would be unlawful or would 
require prospectus, registration or other measures. 
The securities referred to herein have not been 
registered under the U.S. Securities Act of 1933, as 
amended (the "U.S. Securities Act"), and may not be 
sold in the United States absent registration or 
pursuant to an exemption from registration under the 
U.S. Securities Act. SeaBird does not intend to 
register any portion of the offering of the 
securities in the United States or to conduct a 
public offering of the securities in the United 
States. Copies of this announcement are not being 
made and may not be distributed or sent into the 
United States, Canada, Australia, Hong Kong, Japan or 
any other jurisdiction in which such distribution 
would be unlawful or would require registration or 
other measures.

In any EEA Member State that has implemented 
Directive 2003/71/EC (together with any applicable 
implementing measures in any member State, 
the "Prospectus Directive"), this communication is 
only addressed to and is only directed at qualified 
investors in that Member State within the meaning of 
the Prospectus Directive.

This announcement is only directed at (a) persons who 
are outside the United Kingdom; or (b) investment 
professionals within the meaning of Article 19(5) of 
the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005 (the "Order"); or 
(c) persons falling within Article 49(2)(a) to (d) 
("high net worth companies, unincorporated 
associations, etc.") of the Order; or (D) persons to 
whom any invitation or inducement to engage in 
investment activity can be communicated in 
circumstances where Section 21(1) of the Financial 
Services and Markets Act 2000 does not apply.

Certain statements included within this announcement 
contain forward-looking information, including, 
without limitation, those relating to (a) forecasts, 
projections and estimates, (b) statements of 
management's plans, objectives and strategies for 
SeaBird, such as planned expansions, investments or 
other projects, (c) costs, capacities or rates, start-
up costs, cost reductions and profit objectives, (d) 
various expectations about future developments in 
SeaBird's markets, particularly prices, supply and 
demand and competition, (e) results of operations, 
(f) margins, (g) growth rates, (h) risk management, 
as well as (i) statements preceded 
by "expected", "scheduled", "targeted", "planned", "pr
oposed", "intended" or similar statements. Although 
we believe that the expectations reflected in such 
forward-looking statements are reasonable, these 
forward-looking statements are based on a number of 
assumptions and forecasts that, by their nature, 
involve risk and uncertainty.

Various factors could cause our actual results to 
differ materially from those projected in a forward-
looking statement or affect the extent to which a 
particular projection is realized.

No assurance can be given that such expectations will 
prove to have been correct. SeaBird disclaims any 
obligation to update or revise any forward- looking 
statements, whether as a result of new information, 
future events or otherwise.

This information is subject of the disclosure 
requirements pursuant to section 5-12 of the 
Norwegian Securities Trading Act.

See attachment on [http://www.newsweb.no]

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