HAMILTON, Bermuda, 1 March, 2012 - Reference is made to the announcement by Hemen Holding Limited ("Hemen"), on 29 February 2012 that Hemen had agreed to sell up to 24m shares of Seadrill Ltd common stock ("Shares") to investors in an offering and enter into a privately negotiated cash or physically settled put option transaction with Goldman Sachs International ("Seller Put Option") with a 90 day average maturity on 24m Shares with a strike price set at the closing price on the New York Stock Exchange at Norwegian Kroner 235,1419. Hemen today announces that it has sold 24 million Shares and 24m Seller Put Options at a combined purchase price of NOK 236.3176 per Share and Seller Put Option, and has reduced its holding of Shares from 28% to 23% of the issued and outstanding share capital of Seadrill Limited. Hemen is a company which is ultimately controlled by trusts established for the benefit of John Fredriksen, Chairman of the Board of Seadrill, and his immediate family, and Hemen will following completion of the offering hold 109 million Shares, in addition Hemen has TRS agreements with underlying exposure to 3.9 million shares in Seadrill.
If all put options are exercised with physical delivery at expiry Hemen's position in Seadrill will remain as before the transaction, with 28% ownership.
This information is subject to the disclosure requirements pursuant to section 4-1 and section 4-2 of the Norwegian Securities Trading Act.
This announcement is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities. The distribution of this announcement and the offer and sale of the securities referred to above in certain jurisdictions may be restricted by law. Any person reading this announcement should inform themselves of and observe any such restrictions.
The offering will only be available to the following persons in the United Kingdom: (i) persons having professional experience in matters relating to investments; and (ii) persons falling within Articles 49(2)(a) to (d) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (high net worth corporations, unincorporated associations etc.). If you are in the United Kingdom and do not fall into one of the above categories, you will not be eligible to participate in the offering, and you should not act upon, or rely on, this announcement.
This announcement is not an offer of securities for sale in the United States. The securities cannot be offered or sold in the United States absent registration under the U.S. Securities Act of 1933 or an exemption from the registration requirements thereof. There will be no public offering of the securities in the United States in connection with this transaction.
Cautionary Notice Regarding Forward-looking Statements
This report contains forward-looking statements. These statements are based on various assumptions, many of which are based, in turn, upon further assumptions, including Seadrill management's examination of historical operating trends.
Including among others, factors that, in Seadrill's view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) the competitive nature of the offshore drilling industry; (ii) oil and gas prices; (iii) technological developments; (iv) government regulations; (v) changes in economical conditions or political events; (vi) inability of Seadrill to obtain financing for the newbuilds or existing assets on favorable terms or at all; (vii) changes of the spending plan of our customers; (viii) changes in Seadrill's operating expenses including crew wages; (ix) insurance; (x) dry-docking; (xi) repairs and maintenance; (xii) failure of shipyards to comply with delivery schedules on a timely basis; (xii) and other important factors mentioned from time to time in our reports filed with the United States Security Exchange Commission ("SEC") and the Oslo Stock Exchange.
VP Investor Relations
Seadrill Management AS
+47 51 30 99 19
Alf C Thorkildsen
Chief Executive Officer
Seadrill Management AS
+47 51 30 99 19
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.