HOUSTON, Feb. 17, 2015 /PRNewswire/ -- Paragon Offshore
Plc, a public limited company incorporated under the laws of
England and Wales with registration number 08814042 and
having its registered office at 20-22 Bedford Row, London, WC1R 4JS, England ("Paragon") announces its
decision to exercise its squeeze-out rights following the mandatory
public tender offer (the "MTO") to all remaining
shareholders in Prospector Offshore Drilling S.A., a société
anonyme incorporated under the laws of Luxembourg and registered with the
Luxembourg register of commerce
and companies under number B 153.772, having its registered office
at 6, rue Eugène Ruppert, L-2453 Luxembourg with a subscribed share capital of
USD 945,967.08
("Prospector").
The MTO was launched by Paragon on 15
December 2014 and closed at 16:30 (CET) on 12 January 2015.
Based on the final results of the MTO, Paragon acquired 0.9% of
the capital and voting rights in Prospector in the MTO and now
holds approximately 99.6% of the capital and voting rights of
Prospector.
Paragon hereby gives notice of the exercise of its squeeze-out
rights in accordance with article 15 of the Luxembourg Law of
19 May 2006 on takeover bids (the
"Takeover Law"). As a result, Paragon will acquire all the
362,279 shares in Prospector not tendered in connection with the
MTO or which are not otherwise held or controlled by Paragon (the
"Remaining Prospector Shares") at a price in cash of
NOK 14.50 (the "Squeeze-Out
Price") per Remaining Prospector Share (the
"Squeeze-Out").
The Squeeze-Out will be effective prior to trading on Oslo Axess
on 23 February 2015 (the
"Squeeze-Out Date").
The Squeeze-Out Price corresponds to the price offered in the
MTO. Pursuant to article 15(5), third paragraph, of the Takeover
Law, this price is therefore deemed to be the fair price for the
Remaining Prospector Shares.
The Squeeze-Out will be carried out as follows:
- Paragon has appointed Swedbank as its squeeze-out agent (the
"Squeeze-Out Agent") in relation to the Squeeze-Out.
Regarding the payment of the fair price, Prospector will prior to
trading on Oslo Axess on 23 February
2015 have deposited an amount equal to the product of the
number of the Remaining Prospector Shares and the Squeeze-Out Price
(the "Squeeze-Out Consideration") in a blocked account with
the Squeeze-Out Agent allowing the Squeeze-Out Agent to pay the
Squeeze-Out Price per share to all the holders of Remaining
Prospector Shares through DNB Bank ASA, being Prospector's VPS
registrar (the "Registrar").
- The shares of Prospector will be suspended from trading on Oslo
Axess from and including the Squeeze-Out Date.
- For the purpose of the transfer of the ownership of the
Remaining Prospector Shares to Paragon, the Registrar will upon
instruction from the Squeeze-Out Agent on 25
February 2015 cause all the Remaining Prospector Shares to
be debited from their holders' accounts in the VPS and placed on a
temporary account with the Registrar, to be credited to Paragon
against payment of the Squeeze-Out Price per share on 27 February 2015 (the "Settlement Date")
as described below.
- The Squeeze-Out Consideration will be paid to the holders of
the Remaining Prospector Shares for value on the Settlement Date as
follows:
- an amount equal to the product of the Squeeze-Out Price and the
number of the Remaining Prospector Shares held by each squeezed-out
shareholder will be transferred to the bank account registered in
the VPS as the account for payment of dividends to the applicable
shareholder;
- in case there are no records of a bank account for squeezed-out
shareholders who have a registered Norwegian address, settlement
will be made by issuing a "bankgiro" (a settlement system used in
Norway, similar to a Norwegian
currency banker's draft);
- in case there are no records of a bank account for squeezed-out
shareholders who do not have a registered Norwegian address, such
shareholder must communicate their payment details such as IBAN,
SWIFT/BIC or similar payment codes depending on the jurisdiction
where his or her bank account is located to the Squeeze-Out Agent
by 16:30 CET on 20 February 2015 in order for such shareholder to
receive payment on the Settlement Date.
- Funds which could not be transferred to the remaining
shareholders by close of business on the Settlement Date will be
transferred on 2 March 2015 to the
Luxembourg Treasury of State (Trésorerie de l'Etat) (3, rue
du Saint-Esprit, L-1475 Luxembourg, Grand-Duchy of Luxembourg, telephone +352 247 8277, fax
+352 46 72 62, email: caisse.consignation@ts.etat.lu) in accordance
with the provisions of the law of 29 April
1999 on the consignment with the State and applicable
Grand-Ducal regulations. These funds will be retained to the order
of the relevant holders in accordance with the law of 29 April 1999 on the consignment with the State
for a period of thirty (30) years beginning on the date of the
consignment. Funds not reclaimed prior to the expiry of such period
will be retained by the Luxembourg State.
- Squeezed-out shareholders will not be charged any fees in
relation with the payment of the Squeeze-Out Consideration.
Following completion of the Squeeze-Out, a request will be made
for the delisting of the shares in Prospector from Oslo Axess.
For further information please contact the Squeeze-out Agent
at:
Swedbank
Filipstad Brygge 1
N-0115 Oslo, Norway
Phone: +47 23 23 81 24
Facsimile: +47 23 23 80 11
About Paragon Offshore
Paragon is a global provider of offshore drilling rigs.
Paragon's drilling fleet includes 33 jackups and eight floaters
(five drillships and three semisubmersibles). In addition, Paragon
is the majority shareholder of Prospector Offshore Drilling S.A., a
publicly traded offshore drilling company on the Oslo Axess stock
exchange that owns and operates two high specification
jackups. Paragon's primary business is contracting its rigs,
related equipment and work crews to conduct oil and gas drilling
and workover operations for its exploration and production
customers on a dayrate basis around the world. Paragon's principal
executive offices are located in Houston,
Texas. Paragon is a public limited company registered in
England and Wales with company number 08814042 and
registered office at 20-22 Bedford
Row, London, WC1R 4JS,
England. Additional information is
available at www.paragonoffshore.com.
Forward-Looking Disclosure Statement
This release contains forward-looking statements. Statements
regarding the timing of the Squeeze-Out, as well as any other
statements that are not historical facts in this release, are
forward-looking statements that involve certain risks,
uncertainties and assumptions. These include but are not limited to
risks associated with the general nature of the oil and gas
industry, risks associated with the operation of Paragon as a
separate, publicly traded company, actions by regulatory
authorities, customers and other third parties, and other factors
detailed in the "Risk Factors" section of Paragon's registration
statement on Form 10 as filed with the SEC on July 14, 2014, in Paragon's Quarterly Report on
Form 10-Q for the fiscal quarter ended September 30, 2014, and in Paragon's other
filings with the SEC, which are available free of charge on the
SEC's website at www.sec.gov. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those
indicated.
For additional information, contact:
For
Investors
|
Lee M.
Ahlstrom
|
&
Media:
|
Senior Vice President
– Investor Relations, Strategy and
Planning
|
|
+1.832.783.4040
|
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SOURCE Paragon Offshore plc