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Prospectus Northern Drilling Ltd

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Prospectus Northern Drilling Ltd PROSPECTUS NORTHERN DRILLING LTD. (a limited liability company incorporated under the laws of Bermuda) Listing of 29,805,883 Shares, issued in a Private Placement and transfer of listing from Oslo Axess to Oslo Børs __________ The information contained in this prospectus (the “Prospectus”) relates to the transfer of listing from Oslo Axess to Oslo Børs of 77,750,100 shares in Northern Drilling Ltd. (the “Company”, taken together with its consolidated subsidiaries the “Group”), each with a par value of USD 1.00 (the “Existing Shares”), together with a listing on Oslo Børs of 29,805,883 new shares (the “Private Placement Shares” and together with the Existing Shares, the “Shares”) issued in a private placement directed towards certain institutional investors for gross proceeds of NOK 2,026,800,000, or approximately USD 250 million (the “Private Placement”). The Company’s Shares have been approved for listing on Oslo Børs on 29 June 2018. It is expected that the first day of listing on Oslo Børs will be on or about 3 July 2018. The Shares will be listed on the Oslo Børs under the Company’s current ticket code “NODL”. __________ For the definitions of capitalised terms used throughout this Prospectus, see Section 20 “Definitions”. Investing in the Shares involves risks; see Section 2 "Risk Factors" beginning on page 8. __________ Managers: DNB Markets, part of DNB Bank ASA ABN Amro Bank N.V. Arctic Securities AS Fearnley Securities AS Pareto Securities AS The date of this Prospectus is 29 June 2018. IMPORTANT INFORMATION This Prospectus has been prepared in order to provide information about the Company and its business in relation to the transfer of listing from Oslo Axess to Oslo Børs of the Existing Shares, the listing of the Private Placement Shares and to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This prospectus has been prepared based on the requirements for simplified prospectuses applicable for small and medium-sized enterprises in accordance with the Prospective Directive article 2 no.1 (f). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The Norwegian FSA has not verified or approved the accuracy or completeness of the information included in this Prospectus. The approval by the Norwegian FSA only relates to the information included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any form of verification or approval relating to corporate matters described in or referred to in this Prospectus. _________ The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the date hereof and the date of listing of the Shares on Oslo Børs, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus shall under any circumstances create any implication that there has been no change in the Company’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. _________ No person is authorised to give any information or to make any representation in connection with the Private Placement other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or any of DNB Markets, part of DNB Bank ASA, ABN AMRO Bank N.V., Arctic Securities AS, Fearnley Securities AS and Pareto Securities AS (the "Managers") or by any of the affiliates, advisors or selling agents of any of the foregoing. _________ The distribution of this Prospectus in certain jurisdictions may be restricted by law. This Prospectus does not constitute an offer of, or an invitation to purchase, any shares in any jurisdiction. The Company and the Managers require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. _________ The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. _________ THE SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS. _________ This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus. _________ Shares may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act of 2003 and the Exchange Control Act 1972, and related regulations of Bermuda which regulate the sale of securities in Bermuda. In addition, specific permission is required from the Bermuda Monetary Authority (the “BMA”), pursuant to the provisions of the Exchange Control Act 1972 and related regulations, for all issuances and transfers of securities of Bermuda companies, other than in cases where the BMA has granted a general permission. The BMA, in its policy dated 1 June 2005, provides that where any equity securities, including the Shares, of a Bermuda company are listed on an appointed stock exchange, general permission is given for the issue and subsequent transfer of any securities of a company from and/or to a non-resident, for as long as any equity securities of such company remain so listed. Oslo Børs is deemed to be an appointed stock exchange under Bermuda law. In granting such permission, the BMA accepts no responsibility for the Group’s financial soundness or the correctness of any of the statements made or expressed in this prospectus. This Prospectus does not need to be filed with the Registrar of Companies in Bermuda in accordance with Part III of the Companies Act 1981 of Bermuda pursuant to provisions incorporated therein following the enactment of the Companies Amendment Act 2013. Such provisions state that a prospectus in respect of the offer of shares in a Bermuda company whose equities are listed on an appointed stock exchange under 1 Bermuda law does not need to be filed in Bermuda, so long as the company in question complies with the requirements of such appointed stock exchange in relation thereto. 2 CONTENTS Clause Page 1. SUMMARY ................................................................................................................. 3 2. RISK FACTORS ............................................................................................................ 9 2.1 Risks Relating to the Group and the Industry in which the Group Operates ........................... 9 2.2 Risks Relating to the Shares ................................................................................. 21 3. RESPONSIBILITY STATEMENT ......................................................................................... 23 4. GENERAL INFORMATION .............................................................................................. 24 4.1 Cautionary Note Regarding Forward-Looking Statements ............................................... 24 4.2 Presentation of Industry Data and Other Information ................................................... 24 5. THE PRIVATE PLACEMENT ............................................................................................ 26 5.1 Raising of new equity – Overview of the Private Placement ............................................ 26 5.2 Participation of Members of the Management and Major Shareholders in the Private Placement 26 5.3 Expenses ....................................................................................................... 26 5.4 Interests of Natural Legal Persons Involved in the Private Placement ................................ 26 6. USE OF PROCEEDS; REASONS FOR THE PRIVATE PLACEMENT .................................................... 27 6.1 Reasons for the Private Placement ........................................................................ 27 6.2 Use of Proceeds ............................................................................................... 27 6.3 Dilution .......................................................................................................
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