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As filed with the Securities and Exchange Commission on May 8, 2015 |
Registration No. 333- |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 |
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Paragon Offshore plc (Exact name of registrant as specified in its charter) |
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England and Wales | | 98-1146017 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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3151 Briarpark Drive, Suite 700 Houston, Texas | | 77042 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) (Full title of the plan) |
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Todd D. Strickler Vice President, General Counsel and Corporate Secretary 3151 Briarpark Drive, Suite 700 Houston, Texas (832) 783-4035 (Name, address and telephone number, including area code, of agent for service) |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): |
Large accelerated filer | o | | Accelerated filer | o |
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Non-accelerated filer | þ | (Do not check if a smaller reporting company) | Smaller reporting company | o |
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CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered | | Amount to be Registered1 | | Proposed Maximum Offering Price Per Share2 | | Proposed Maximum Aggregate Offering Price | | Amount of Fee |
Ordinary Shares, par value $0.01 per share | | 1,000,000 |
| | $1.72 | | $1,720,000 | | $200 |
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(1) | The number of shares of Ordinary Shares stated above consists of the aggregate number of additional shares not previously registered. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional Ordinary Shares as may become issuable under the Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) as a result of any stock dividend, stock split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding Ordinary Shares of the registrant. |
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(2) | Estimated solely for the purpose of calculating the registration fee, based, in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, on the average of the high and low prices for the Ordinary Shares as reported on the New York Stock Exchange on May 4, 2015. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Paragon Offshore plc (“Paragon Offshore” or the “Registrant”) to register 1,000,000 ordinary shares with a nominal value of US$0.01 each in the capital of the Company (the “Shares”), to be offered pursuant to the Paragon Offshore plc 2014 Director Incentive Plan (Amended and Restated) (the “Plan”), which Shares are in addition to the 500,000 Shares registered on the Company’s Form S-8 filed on August 14, 2014 (File No. 333-198139) (the “Prior Registration Statement”).
This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement related to the Plan are incorporated by reference herein and made a part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed with the Commission by the Registrant, pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference.
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i. | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Commission on March 13, 2015 (File No. 001-36465); |
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ii. | Registration Statement on Form 10 (Commission File No. 001-36465) initially filed by Paragon Offshore on May 23, 2014, under the Exchange Act relating to the Ordinary Shares of Paragon Offshore, as amended by Amendment No. 1 on July 3, 2014 and Amendment No. 2 on July 11, 2014 (as so amended, the “Form 10”); and |
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iii. | The description of the Registrant’s Ordinary Shares contained in the Form 10. |
All documents subsequently filed by the registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than any report or portion thereof furnished or deemed furnished under any Current Report on Form 8-K), prior to the filing of a post-effective amendment indicating that all of the securities offered hereunder have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Paragon Offshore’s articles of association provides the following (all statutory references in this Item 6 are to Chapter 4 and Chapter 7 of Part 10 of the UK Companies Act of 2006 (the “Companies Act”), with the relevant Companies Act sections outlined below):
Article 238 of Paragon Offshore’s articles of association provides that subject to the Companies Act, Paragon Offshore may indemnify any director or other officer of Paragon Offshore or of any associated company against all losses and liabilities
which he may sustain or incur in the execution of the duties of his office or otherwise in relation thereto, provided that the provisions under Article 238 are not void under sections 232 or 234 of the Companies Act.
Article 239 of Paragon Offshore’s articles of association provides that Paragon Offshore may also indemnify any director or other officer of either Paragon Offshore or any associated company where Paragon Offshore or such associated company acts as trustee of a pension scheme, against liability incurred by him in connection with the relevant company’s activities as trustee of such scheme, provided that the provisions under Article 239 are not void under sections 232 or 235 of the Companies Act.
Article 240 of Paragon Offshore’s articles of association provides that subject to sections 205(2) to (4) of the Companies Act, Paragon Offshore may provide a director or officer with funds to meet expenditure incurred or to be incurred by him in defending (or seeking relief in respect of) any civil or criminal proceedings brought or threatened against him in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, and Paragon Offshore shall be permitted to take or omit to take any action or enter into any arrangement which would otherwise be prohibited under sections 197 to 203 of the Companies Act to enable a director or officer to avoid incurring such expenditure.
Article 241 of Paragon Offshore’s articles of association provides that subject to section 206 of the Companies Act, Paragon Offshore may also provide a director or officer with funds to meet expenditure incurred or to be incurred by him in defending himself in an investigation by a regulatory authority or against action proposed to be taken by a regulatory authority in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to Paragon Offshore or any associated company and Paragon Offshore shall be permitted to take or omit to take any action or enter into any arrangement which would otherwise be prohibited under section 197 of the Companies Act to enable a director or officer to avoid incurring such expenditure.
The Companies Act provides as follows:
Sections 197-202 prohibit a company from making a loan or quasi-loan to a director of the company or its holding company or giving a guarantee or providing security in connection with a loan or a quasi-loan to such a director or to enter into a credit transaction as creditor for the benefit of a director of the company or of its holding company or give a guarantee or provide security in connection with a credit transaction for the benefit of such a director unless the transaction has been approved by a resolution of the members of the company and if applicable, the holding company. A company must also obtain approval if the loan, quasi-loan or credit transaction involves a person connected with a director of the company or its holding company.
Section 203 requires a company to obtain approval by a resolution of the members of the company and if applicable, its holding company, before it takes part in an arrangement under which another person enters into a transaction that, if it had been entered into by the company, would have required approval under Section 197, 198, 200 or 201, and that person, in pursuance of the arrangement, obtains a benefit from the company or a body corporate associated with it or it arranges for the assignment to it, or the assumption by it, of any rights, obligations or liabilities under a transaction, that if it had been entered into by the Company, would have required such approval.
Section 205 permits a company to make a loan, or quasi-loan to a director or enter into a credit transaction with a director of the company or of its holding company, without obtaining member approval under Sections 197-202, to meet expenditure incurred or to be incurred by the director in defending any criminal or civil proceedings in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or in connection with an application for relief or to enable such director to avoid incurring such expenditure, provided that the loan is to be repaid, or the liability of the company discharged, in the event of an unsuccessful defense of criminal or civil proceedings or refusal of relief. Such repayment or discharge must be made no later than the date when the conviction, judgment or refusal of relief becomes final. Pursuant to Section 205(3), a conviction, judgment or refusal for relief becomes final: a) if not appealed against, at the end of the period for bringing an appeal or b) if appealed against, when the appeal (or further appeal) is disposed of.
Section 205(4) states that an appeal is disposed of if it is determined and the period for bringing any further appeal has ended, or if it is abandoned or otherwise ceases to have effect.
Section 205(5) provides that the reference to an application for relief in Section 205 is to an application for relief under Section 661 (3) or (4) (power of court to grant relief in case of acquisition of shares by innocent nominee) or 1157 (general power of court to grant relief in case of honest and reasonable conduct).
Section 206 permits a company to make a loan, or quasi-loan to a director or enter into a credit transaction with a director of the company or of its holding company, without obtaining member approval under Sections 197-202, to meet expenditure incurred or to be incurred by the director in defending himself in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority, in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the company or an associated company, or to enable any such director to avoid incurring such expenditure.
Section 232(1) makes void any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company.
Section 232(2) also voids any provision by which a company directly or indirectly provides an indemnity (to any extent) for a director of a company, or of an associated company, against any liability attaching to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company, except as permitted by:
(i) section 233 (provision of insurance),
(ii) section 234 (qualifying third party indemnity provision), and
(iii) section 235 (qualifying pension scheme indemnity provision).
Section 233 permits a company to purchase and maintain insurance for a director of the company, or of an associated company, against any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company.
Section 234 permits a company to provide indemnity against liability incurred by the director to a person other than the company or an associated company, provided that indemnification is not against any liability of the director to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature or any liability incurred by the director in defending criminal proceedings in which he is convicted, in defending civil proceedings brought by the company or an associated company in which judgment is given against him or in connection with an application for relief in which the court refuses to grant him relief.
Section 235 permits a company to indemnify a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as trustee of the scheme, provided that indemnification is not provided against liability to pay a fine imposed in criminal proceedings or a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature or any liability incurred by the director in defending criminal proceedings in which he is convicted.
Paragon Offshore has entered into and, in the future, will enter into indemnity agreements with certain of its directors and officers to supplement the indemnification protection available under Paragon Offshore’s articles of association referred to above. These indemnity agreements generally provide that Paragon Offshore will indemnify the parties thereto to the fullest extent permitted by law.
Paragon Offshore will also maintain insurance to protect itself and its directors, officers, employees and agents against expenses, liabilities and losses incurred by such persons in connection with their services in the foregoing capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following documents are filed as a part of this Registration Statement or incorporated by reference herein:
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Exhibit No. | | Description |
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4.1 | — | Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) (Filed as Annex B to Paragon Offshore plc’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2015) (Commission File No. 001-36465). |
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5.1 | — | Opinion of Travers Smith LLP as to the legality of the securities being registered. |
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23.1 | — | Consent of PricewaterhouseCoopers LLP. |
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23.2 | — | Consent of Travers Smith LLP (included in Exhibit 5.1). |
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24.1 | — | Power of Attorney (included on signature page). |
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in this registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in this registration statement.
(2) That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES |
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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas, on May 8, 2015. |
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| Paragon Offshore plc |
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| By: | | /s/ Randall D. Stilley |
| Name: | | Randall D. Stilley |
| Title: | | President, Chief Executive Officer and Director |
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POWER OF ATTORNEY |
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Each person whose signature appears below appoints Todd D. Strickler and Steven A. Manz, and each of them, each of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on the 8th day of May 2015. |
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Signature | | Title |
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/s/ Randall D. Stilley | | President, Chief Executive Officer and Director (Principal Executive Officer) |
Randall D. Stilley | | |
/s/ Steven A. Manz | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Steven A. Manz | | |
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/s/ Anthony R. Chase | | Director |
Anthony R. Chase | | |
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/s/ Thomas L. Kelly II | | Director |
Thomas L. Kelly II | | |
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/s/ John P. Reddy | | Director |
John P. Reddy | | |
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/s/ Julie J. Robertson | | Director |
Julie J. Robertson | | |
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/s/ Dean E. Taylor | | Director |
Dean E. Taylor | | |
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/s/ William L. Transier | | Director |
William L. Transier | | |
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/s/ David W. Wehlmann | | Director |
David W. Wehlmann | | |
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/s/ J. Robinson West | | Director |
J. Robinson West | | |
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INDEX TO EXHIBITS |
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Exhibit No. | | Description |
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4.1 | — | Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) (Filed as Annex B to Paragon Offshore plc’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 20, 2015) (Commission File No. 001-36465). |
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5.1 | — | Opinion of Travers Smith LLP as to the legality of the securities being registered. |
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23.1 | — | Consent of PricewaterhouseCoopers LLP. |
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23.2 | — | Consent of Travers Smith LLP (included in Exhibit 5.1). |
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24.1 | — | Power of Attorney (included on signature page). |
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| TRAVERS SMITH LLP 10 SNOW HILL | LONDON | EC1A 2AL | TEL: +44 (0) 20 7295 3000 |
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Paragon Offshore plc 3151 Briarpark Drive Suite 700 Houston, Texas 77042 USA | | |
| HCD/HCD |
| 24239640 |
| +44 (0)20 7295 3284 |
| richard.spedding @traverssmith.com |
8 May 2015
Dear Sirs
Legal opinion regarding ordinary shares of Paragon Offshore plc in connection with the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the United States Securities and Exchange Commission ("SEC")
Introduction
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1. | We are acting as advisers as to English law to Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the “Company”). We understand that the Company intends to file, on or around the date hereof, the Registration Statement with the SEC for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 1,000,000 ordinary shares with a nominal value of US$0.01 each in the capital of the Company (the “Shares”), which may be offered and issued under the Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated) (the “Plan”). We have been asked to provide an opinion on certain matters, as set out below, in connection with the filing of the Registration Statement. |
Documents reviewed
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2. | We have examined the documents listed in Schedule 3 to this opinion. Terms defined in the Schedules have the same meaning where used in this opinion. |
Nature of opinion and observations
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3. | This opinion is confined to matters of English law (including case law) as at the date of this opinion. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts and, in particular, we express no opinion on European Community law as it affects any jurisdiction other than England and Wales. In particular: |
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(a) | by giving this opinion, we do not assume any obligation to notify you of future changes in law which may affect the opinions expressed in this opinion, or otherwise to update this opinion in any respect; |
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(b) | to the extent that the laws of any other jurisdiction may be relevant, our opinion is subject to the effect of such laws. We express no views in this opinion on the validity of the matters set out in any opinion given in relation to such laws; |
TRAVERS SMITH LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER OC 336962 AND IS AUTHORISED AND REGULATED BY THE SOLICITORS REGULATION AUTHORITY (SRA NUMBER 489478). A LIST OF THE MEMBERS OF TRAVERS SMITH LLP IS OPEN TO INSPECTION AT OUR REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS: 10 SNOW HILL, LONDON, EC1A 2AL
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(c) | we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in any documents referred to in this opinion or in any related documents are accurate, complete or reasonable; and |
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(d) | the term non-assessable has no recognised meaning in English law but for the purposes herein the term means that, under the Companies Act 2006 (as amended), the Articles and any resolution passed in accordance with the articles of association of the Company approving the issuance of the Shares, no holder of such Shares is liable, solely because of such holder’s status as a holder of such Shares, for additional payments or calls on the relevant Shares to or by the Company or its creditors. |
Opinion
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4. | On the basis stated in paragraph 3, and subject to the assumptions in Schedule 1 and the qualifications in Schedule 2, we are of the opinion that the Shares will (when allotted) be validly issued, fully paid and non-assessable once all of: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act of 1933, as amended, (the "Securities Act") and (ii) valid entries in the books and registers of the Company have been made. |
Consent to filing
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5. | We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules or regulations promulgated thereunder. |
Yours faithfully
/s/ Travers Smith
Travers Smith LLP
SCHEDULE 1
ASSUMPTIONS
In considering the documents listed in Schedule 3 and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:
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(a) | Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies; |
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(b) | Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail versions; |
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(c) | Officer's Certificate: that each of the statements contained in a certificate of an Officer of the Company dated 8 May 2015 (the "Certificate") is true and correct as at the date of this opinion; |
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(d) | Company Search: that the information revealed by our search (carried out by us or by Perfect Information Ltd. on our behalf at approximately 4:00 p.m. on 7 May 2015 of the public documents of the Company kept at Companies House in Cardiff (the "Company Search") (i) was accurate in all respects and has not since the time of such searches been altered, and (ii) was complete and included all relevant information which had been properly submitted to the Registrar of Companies; |
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(e) | Winding-up Enquiry: that the information revealed by our oral enquiry at approximately 4:00 p.m. on 7 May 2015 of the Central Registry of Winding-up Petitions (the "Winding-up Enquiry") was accurate in all respects and has not since the time of such enquiry been altered; |
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(f) | Filings under Other Laws: that all consents, licences, approvals, notices, filings, recordations, publications and registrations which are necessary under any applicable laws (other than, in the case of the Company, English Law) in order to permit the performance of the Plan respectively, have been made or obtained, or will be made or obtained within the period permitted or required by such laws or regulations; |
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(g) | Compliance with Agreements: that the holders of awards granted under the terms of the Plan shall comply with the procedures set out in the Plan and the relevant award agreements and vesting procedures which may be prescribed in relation to the Plan (the "Plan Documentation") in order to acquire the Shares, in particular the due execution of any notices or consents; that the Shares are duly allotted in accordance with the Allotment Resolutions; and the Company complies with the Plan Documentation at all times in effecting the issue of the Shares and has adopted the prescribed procedures therein to ensure that the Shares are paid up at least as to nominal value and (in the case of stock options) as to the amount of any additional exercise price; |
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(h) | Superseding Agreement: that there is no other agreement, instrument or other arrangement, relationship or course of dealing between any of the parties which modifies or supersedes the Plan and that the Plan Documentation which may be adopted prior to issue of the Shares is not inconsistent with paragraph (g); and |
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(i) | Validity under Other Laws: that the Plan Documentation constitutes legal, valid, binding and enforceable obligations of each of the parties thereto under all applicable laws (other than, in the case of the Company, English Law) and that insofar as the laws or regulations of any jurisdiction other than England and Wales may be relevant to (i) the obligations or rights of any of the parties in relation to the Plan Documentation or (ii) any of the transactions contemplated in connection with the Plan Documentation, such laws and regulations do not prohibit, and are not inconsistent with, the entering into and performance of any of such obligations, rights or transactions; |
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(j) | Future Awards: that to the extent that the Compensation Committee of the Company (or any member thereof) makes further awards for which it does not already have authority to allot Shares, the Board (or a committee thereof) will duly authorise the allotment of such further Shares as may be required for the purposes of the Plan and that such allotment shall be within the limit of the Shareholder Authority (as defined below) (to the extent required). |
SCHEDULE 2
QUALIFICATIONS
Our opinion is subject to the following qualifications:
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(a) | Company Search: the Company Search is not capable of revealing conclusively whether or not: |
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(i) | a winding-up order has been made or a resolution passed for the winding up of a company; or |
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(ii) | an administration order has been made; or |
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(iii) | a receiver, administrative receiver, administrator or liquidator has been appointed; or |
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(iv) | a court order has been made under the Cross Border Insolvency Regulations 2006, |
since notice of these matters may not be filed with the Registrar of Companies immediately and, when filed, may not be entered on the public microfiche of the relevant company immediately.
In addition, the Company Search is not capable of revealing, prior to the making of the relevant order or the appointment of an administrator otherwise taking effect, whether or not a winding-up petition or an application for an administration order has been presented or notice of intention to appoint an administrator under paragraphs 14 or 22 of Schedule B1 to the Insolvency Act 1986 has been filed with the court;
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(b) | Winding-up Enquiry: the Winding-up Enquiry relates only to the presentation of (i) a petition for the making of a winding-up order or the making of a winding-up order by the Court, (ii) an application to the High Court of Justice in London for the making of an administration order and the making by such court of an administration order, and (iii) a notice of intention to appoint an administrator or a notice of appointment of an administrator filed at the High Court of Justice in London. It is not capable of revealing conclusively whether or not such a winding-up petition, application for an administration order, notice of intention or notice of appointment has been presented or winding-up or administration order granted, because: |
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(i) | details of a winding-up petition or application for an administration order may not have been entered on the records of the Central Registry of Winding-up Petitions immediately; |
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(ii) | in the case of an application for the making of an administration order and the presentation of a notice of intention to appoint or notice of appointment, if such application is made to, order made by or notice filed with, a Court other than the High Court of Justice in London, no record of such application, order or notice will be kept by the Central Registry of Winding-up Petitions; |
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(iii) | a winding-up order or administration order may be made before the relevant petition or application has been entered on the records of the Central Registry immediately; |
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(iv) | details of a notice of intention to appoint an administrator or a notice of appointment of an administrator under paragraphs 14 and 22 of Schedule B1 of the Insolvency Act 1986 may not be entered on the records immediately (or, in the case of a notice of intention to appoint, at all); and |
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(v) | with regard to winding-up petitions, the Central Registry of Winding-up Petitions may not have records of winding-up petitions issued prior to 1994. |
SCHEDULE 3
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(a) | a copy of the draft Registration Statement; |
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(b) | a certificate from an Officer of the Company dated 8 May 2015; |
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(c) | a copy of the rules of the Paragon Offshore plc 2014 Director Omnibus Plan (Amended and Restated); |
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(d) | the ordinary resolution of the Company's sole shareholder, passed on July 16, 2014 granting general and unconditional authority to the Company's directors for the purposes of section 551 of the Companies Act 2006 to exercise all powers of the Company to allot shares and to grant any such subscription rights, as are contemplated in sub-sections 551(1)(a) and 551(1)(b) respectively of the Companies Act 2006 up to a maximum nominal amount of US$1,017,040 to such persons and at such times and on such terms as they think proper during the period expiring at the end of five years from the date of the passing of the resolution (the "Shareholder Authority"); |
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(e) | the written resolutions of the board of directors of the Company dated 19 March to approve the assumption of the Plan and the allotment of shares, including the Shares (the "Allotment Resolutions"); and |
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(f) | the articles of association of the Company approved by way of special resolution on July 16, 2014, adopted with effect from the re-registration of the Company as a public company on July 17, 2014. |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form S-8 of Paragon Offshore plc of our reports dated (i) March 7, 2014 relating to the combined financial statements of Noble Standard-Spec Business as of December 31, 2013 and 2012 and for each of the three years in the period ended December 31, 2013 (ii) May 23, 2014 relating to the balance sheet of Paragon Offshore Limited as of April 30, 2014, which appear in Amendment No. 2 to Paragon Offshore Limited's Form 10 dated July 11, 2014 and (iii) March 12, 2015, relating to the consolidated and combined financial statements of Paragon Offshore plc as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014, which appears in the Annual Report on Paragon Offshore plc’s Form 10-K.
/s/ PricewaterhouseCoopers LLP
Houston, Texas
May 8, 2015