PROS - CONTEMPLATED PRIVATE PLACEMENT

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE...
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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS PRESS RELEASE. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN

 

PROS - CONTEMPLATED PRIVATE PLACEMENT

 

Luxembourg, 17 September 2012: Prospector Offshore Drilling S.A. ("Prospector" or the "Company") -is contemplating raising USD 60 million in new equity and has retained Pareto Securities AS and SEB Enskilda as joint lead managers (together the "Managers") to advise on and effect a private placement of new VPS Offer Shares directed towards Norwegian and International institutional investors ("Private Placement"). The Order Price per VPS Share will be set trough a book-building process.

The book-building period commences today (17 September, 2012) at 16:30 CET and closes on 18 September, 2012 at 08:00 CET. The Board of Directors of Prospector may, however, at any time resolve to close or extend the book-building period at its own discretion. The minimum order and allocation in the Private Placement has been set to the number of VPS Offer Shares that equals an aggregate purchase price of at least the NOK equivalent of EUR 100,000.

The net proceeds from the Private Placement will be used as a portion of the approximately USD 167 million financing necessary for the take-out of the Company's first jack-up rig at Dalian Shipbuilding Industry Offshore Co. expected to become due January 2013.

 

Completion of the Private Placement is inter alia subject to necessary corporate resolutions to complete the Private Placement. A listing prospectus will be prepared in connection with the listing on the Oslo Axess of the new shares issued in the Private Placement.

Following completion of the Private Placement, the Board of Directors of Prospector will consider to carry out a subsequent offering directed towards the Company's shareholders not being offered or invited to participate in the Private Placement.

 

Prospector has prepared an updated company presentation that will be published on the Company's website www.prospectoroffshoredrilling.com.


For further information, please contact:

Steven Manz

Vice President and Chief Financial Officer

Prospector Offshore Drilling S.A.

+1 281 560 8010

 

 

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NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

The shares to be offered in the Private Placement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be offered or sold within the United States only to qualified institutional buyers ("QIBs"), as defined in Rule 144A under the U.S. Securities Act. Any US investor will be required to make certain representations and acknowledgements, including without limitation, those regarding its institutional investor status and that sellers of shares to be issued pursuant to the Private Placement may be relying on the exemption from the registration provisions of the U.S. Securities Act provided by Rule 144A .

The Private Placement and the distribution of this announcement and other information in connection with the Private Placement may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are   required to inform themselves about and to observe any such restrictions.

The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any country in which such offer, solicitation or sale would be unlawful.

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

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