SeaBird Exploration Plc is in an exclusive process to acquire the seismic vessel Geowave Voyager ("Geowave Voyager" or the "Vessel") and certain seismic equipment from Exploration Vessel Resources II AS, a wholly owned subsidiary of CGG S.A. ("CGG"), for a cash consideration of USD 17 million (the "Transaction").
The Company intends to carry out a private placement of new shares (the "Offer Shares") in the Company raising gross proceeds of minimum NOK 80 million and maximum of NOK 120 million (the "Private Placement"). The subscription price (the "Offer Price") in the Private Placement will be determined through an accelerated book-building process. The net proceeds from the Private Placement will be used to finance the Transaction and for general corporate purposes.
The Company is currently in an exclusive process with CGG to acquire the seismic vessel Geowave Voyager, fully rigged with source and recording equipment, including 40 km of Sercel Sentinel Solid streamer, for a cash consideration of USD 17 million. The Vessel was built in 2009 for an original construction cost of approx. USD 120 million, excluding in-sea recording and source equipment, and has capacity to tow up to 10 streamers. The Vessel is well suited for 2D, source and niche 3D projects, and can be modified for use as a node laying vessel in the ocean bottom seismic market. It has remained warm throughout the downturn and will be utilized as a source vessel for CGG during Q3 2018.
The agreement with CGG to acquire the Vessel and equipment is conditional on (i) financing of the Transaction, which shall be lifted by the Company no later than 16 July 2018, and (ii) satisfactory outcome of the technical inspection of the Vessel, which is expected to take place between 25 July 2018 and 30 July 2018. The agreement is binding for CGG when the condition precedent on financing has been lifted by the Company.
As part of the agreement, the Company will receive a preferred supplier status with CGG when using the Vessel. The Company also commits to not towing more than 6 streamers if using the Vessel for acquiring 3D seismic. The Transaction is expected to be effective by end July 2018, with transfer of ownership of the Vessel and closing of the Transaction expected to be completed in October 2018. The Company will pay 10% of the cash consideration upon completion of the technical inspection and the remaining 90% will be paid on closing.
Hans Petter Klohs, Chief Executive Officer in SeaBird, said: "After a series of strong contract wins, we have secured high utilization for most our existing fleet well into the fourth quarter. We have been pro-actively seeking to grow the fleet in tandem with an improving underlying market, and this transaction will provide us with a very suitable quality vessel we know well from previous engagements at a very attractive price further strengthening our position and service offering in the 2D, source and niche 3D markets."
The Private Placement
ABG Sundal Collier ASA, Fearnley Securities AS and SpareBank 1 Markets AS have been engaged as Joint Lead Managers and Bookrunners for the Private Placement (the "Managers").
The Private Placement will be carried out on the following terms:
The application period for the Private Placement opens today at 16:30 CET on 11 July 2018 and closes at 08:00 CET on 12 July 2018. The Managers may, however, at any time resolve to close or extend the subscription period at its sole discretion and on short notice.
The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations are available.
Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Company's Board of Directors at its sole discretion. Notification of the allocation is expected to be sent by the Managers on or about 12 July 2018.
The settlement date is expected to be on or about 3 August 2018, subject to the Board of Directors of the Company having resolved to issue the shares and satisfactory outcome of the technical inspection of the Vessel, which is planned to commence between 25 July 2018 and 30 July 2018.
The Offer Shares will be temporarily issued on a separate ISIN. These shares are expected to be converted to the Company's original ISIN number and be listed and tradable on Oslo B?rs late August or early September, subject to approval of a listing prospectus (the "Prospectus") by the Norwegian Financial Supervisory Authority ("NFSA").
The Company and the Managers reserve the right, at any time and for any reason, to cancel and/or modify the terms of the Private Placement.
Subscriptions for Offer Shares will be conditional upon the agreement to carry out the Transaction becoming unconditional, after completion of the inspection of the Vessel. If the Transaction should fail to materialize by 31 August 2018, the Private Placement will be cancelled.
The Company has received significant pre-indications, including the following subscriptions from members of the Board and the Company's management:
Chairman of the Board Heidar Engebret has subscribed for 800,000 shares.
Board member Dag Fredrik Arnesen, through his wholly owned company Storkleiven AS, has subscribed for 8,000,000 shares.
Board member Ketil Nereng, through his wholly owned company Acme AS, has subscribed for 2,500,000 shares.
Chief Executive Officer Hans Petter Klohs, through his wholly owned company Carthea AS, has subscribed for 637,500 shares.
Chief Operating Officer Finn Atle Hamre, through his wholly owned company Orion Offshore AS, has subscribed for shares for NOK 100,000.
VP Business Development Kjell Manger?y has subscribed for shares for NOK 100,000.
The Board, together with the Company's management and the Managers, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
Subject to completion of the Private Placement, the Company intends to carry out a subsequent repair offering to its existing shareholders as of close of trading 11 July 2018, as subsequently recorded in the VPS, who did not participate in the Private Placement.