Update on Mermaid's potential subscription of shares in Asia Offshore Drilling Limited
Ref. No. COR:MS/EL10032e/ms
2 November 2010
Subject: Update on Mermaid's potential subscription of shares in Asia Offshore Drilling Limited
To : The President of the Stock Exchange of Thailand
Ref : Disclosure of Information No. COR:MS/EL10030e/pc dated 22 October 2010 in relation to the Intent to Build Two New Jack-up Rigs
Thoresen Thai Agencies Plc. ("TTA") hereby reports that on 2 November 2010, Mermaid Maritime Public Company Limited ("Mermaid") announced the progress on the potential subscription of shares in Asia Offshore Drilling Limited ("AOD") in which Mermaid intends to participate in a private placement to subscribe upto USD 49 million (49%) equity in AOD.
The contemplated Private Placement in AOD is expected to raise up to USD 100 million (~NOK 585 million) through an issue by AOD of 20 million new ordinary shares at USD 5.00 (~NOK 29.25) per share. The minimum order in the Private Placement is an amount equal to USD 100,000.
It is AOD's intention that the gross proceeds of the Private Placement will be used to finance: (i) the initial contract payments on acquisition of the two (2) newbuild high-specification jack-ups from Keppel; (ii) project management; and (iii) working capital and selling, general and administrative expenses. The Private Placement is made on the basis that AOD, a Bermuda incorporated company, will in due course seek approval for listing of its shares on the Oslo Stock Exchange ("Oslo Axcess").
The application period commences 02 November 2010 at 09:00 CET and will close on 12 November 2010 at 17:30 CET. AOD may, however, at any time resolve to close or extend the application period at its own discretion, but in no event earlier than 10 November 2010 at 20:00 CET. Mermaid intends to subscribe to up to USD 49 million in the Private Placement of which Mermaid will be initially allocated USD 30 million. Mermaid will make another announcement when the result of its allocation under the Private Placement is known.
The Private Placement is subject to a number of conditions precedent, including: (i) AOD resolving to complete the Private Placement; (ii) replacement of the Letter of Intent with Keppel for turnkey construction contracts for two (2) x 350 ft. MOD V-B class jack-ups and option contracts for another two (2) jack-ups; (iii) execution of a corporate management agreement and technical and commercial management agreements with Mermaid; (iv) registration of AOD's shares in the Norwegian Electronic Securities Register (the "VPS") for the purpose of facilitating trading of the shares in Norway; (v) receipt of exemption from prospectus requirements from the Bermuda Ministry of Finance ("BMA"); and (vi) BMA clearance of new investors.
Thoresen Thai Agencies Public Company Limited
Ms. Thitima Rungkwansiriroj
Executive Vice President
Group Finance and Accounting
Ms. Mantanee Surakarnkul