Bridge Energy ASA : Comtemplated Private ...

19 Jan 2012

Published: 17:41 CET 19-01-2012 /Thomson Reuters /Source: Bridge Energy ASA /XOSL: BRIDGE /ISIN: NO0010566235

BRIDGE ENERGY ASA: CONTEMPLATED PRIVATE PLACEMENT

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

BRIDGE ENERGY ASA: CONTEMPLATED PRIVATE PLACEMENT

Bridge Energy ASA ("Bridge" or the "Company") has engaged Fondsfinans ASA (the "Manager") to advise on, and effect, a contemplated private placement through an accelerated bookbuilding process directed towards existing shareholders and other Norwegian and international investors raising gross proceeds of minimum NOK 80 million (approx. USD 13 million) and maximum NOK 110 million (approx. USD 18 million) (the "Private Placement"). The exact number of new shares offered in the Private Placement will depend on the final offer price and the final gross proceeds.

The minimum order and allocation of new shares in the Private Placement has been set to the number of new shares that equals an aggregate purchase price of at least the NOK equivalent of EUR 50,000.

The application period commences on 19 January 2012 at 17:30 hours (CET) and ends on 20 January 2012 at 08:00 hours (CET). The Company may, however, at any time and in its sole discretion, resolve to close or extend the application period. Further, the Company may, at any time and in its sole discretion, resolve to cancel the Private Placement.

The completion of the Private Placement, and hence delivery and trading of the new shares, will be subject to the following conditions: (i) the board of directors of the Company making a resolution on the offer price and allocation of the new shares in the Private Placement based on an outcome of the book building process that it deems satisfactory in its sole discretion and (ii) approval of the share capital increases required to implement the Private Placement and the Repair Offering (as defined below) by the extraordinary general meeting (the "EGM") of the Company.

In order to facilitate prompt delivery of allocated shares versus payment on the payment date, which is expected to be on or about 13 February 2012, investors in the Private Placement will, subject to satisfaction of the above-mentioned conditions, in lieu of the new shares to be issued, receive already listed secondary shares made available to the Manager by Lime Rock Partners III, L.P. (the "Lender") pursuant to a share lending agreement. Consequently, all allocated shares in the Private Placement other than the shares allocated to the Lender and AIMCo (together the "Main Shareholders") which will be new shares, will be tradable on Oslo Axess at the time of delivery to the investors. The borrowed shares to be re-delivered to the Lender and the shares which have been allocated to the Main Shareholders, will be delivered in the form of new shares issued pursuant to the above-mentioned EGM resolution pertaining to the Private Placement. Delivery of such new shares, which is expected to take place on or about 22 February 2012, is conditional upon the registration of the share capital increase relating to the Private Placement in the Norwegian Register of Business Enterprises and approval by the Financial Supervisory Authority of Norway (the "NFSA") and publication of the required listing prospectus to be prepared in accordance with the EU Prospectus Directive.

Following, and subject to, a satisfactory result of the book building process and the board of directors of the Company's determination of the offer price and allocation of new shares in the Private Placement as described above, the board of directors of the Company will distribute a notice of the EGM, which also will include a proposed share capital increase to conduct a subsequent repair offering (the "Repair Offering", and together with the Private Placement, the "Offerings"). The final size of the Repair Offering will be determined following the book building process on the basis of the number of new shares allocated to existing shareholders of the Company participating in the Private Placement and their relative proportionate shareholding in the Company. Subject to applicable restrictions in the relevant jurisdictions of the eligible shareholders, Bridge shareholders as of 19 January 2012, as recorded in the VPS on 24 January 2012, who did not participate in the Private Placement, will be granted non-tradable preferential rights to subscribe for, and be allocated, the new shares offered in the Repair Offering. Hence, the shares in Bridge will trade exclusive of the preferential right to subscribe for, and be allocated, new shares in the Repair Offering from and including 20 January 2012. The offer price in the Repair Offering will be the same as in the Private Placement and the subscription period will be two weeks. The Repair Offering will be made on the basis of an offering prospectus to be approved by the NFSA. Over-subscription and subscription without subscription rights will be permitted.

The net proceeds from the Offerings will be used to strengthen the Company's balance sheet and working capital and finance the development of the Victoria Phase II-field.

For further information please contact:

The Manager:
Anders Høyem, Head of Sales           [phone]
[e-mail]

The Company:

Tom Reynolds, Deputy CEO              [phone] 
[e-mail]

Eystein Westgaard, CFO                    [phone]
[e-mail]

* * *
Important notice:

This announcement is not an offer for sale of securities in the United States or any other country in which such offer would be unlawful or would require registration or other measures. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Bridge does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.

Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for Bridge, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in Bridge's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.

No assurance can be given that such expectations will prove to have been correct. Bridge disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)