Squeeze-Out Following The Mandatory Public Tender Offer For Cash Addressed To All Remaining Shareholders In Prospector Offshore Drilling S.A.

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Feb 17, 2015, 02:00 ET

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").

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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: [email protected]) 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.

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