ENP Newswire -
Release date- 11072014 -
Noble shareholders will receive one ordinary share of Paragon for every three ordinary shares of Noble held at
Following the distribution of the Paragon ordinary shares, Paragon will be a separate, publicly traded company, and Noble will not retain any ownership interest in Paragon. Paragon has applied to list its ordinary shares on the
'The successful launch of Paragon is an important strategic step for Noble,' said
Noble has obtained private letter rulings from the
No action is required by Noble shareholders in order to receive Paragon ordinary shares in the distribution. Noble shareholders entitled to receive Paragon ordinary shares in the distribution will receive a book-entry account statement reflecting their ownership of Paragon ordinary shares, or their brokerage account will be credited for such shares.
Noble expects that a 'when-issued' public trading market for Paragon ordinary shares will commence on the
Beginning on or about
Noble shareholders who sell their Noble ordinary shares in the anticipated 'ex-distribution' market under the symbol 'NE WI' (that is, without the right to receive Paragon ordinary shares in the distribution) after the record date and on or prior to the distribution date will not be selling their right to receive Paragon ordinary shares in the distribution.
Investors are encouraged to consult with their broker and financial and tax advisors regarding the specific implications of buying or selling Noble ordinary shares on or before the distribution date.
Prior to the distribution, Noble will mail an information statement to all shareholders entitled to receive the distribution. The information statement will provide details regarding the distribution and describe Paragon and its ordinary shares, including the risks of Paragon's business and owning Paragon ordinary shares. Noble shareholders are encouraged to read the information statement closely.
The completion of the distribution is subject to the satisfaction or waiver of certain customary conditions, including declaration of effectiveness of the Paragon's Registration Statement on Form 10 by the
Noble is a leading offshore drilling contractor for the oil and gas industry. Noble performs, through its subsidiaries, contract drilling services with a fleet of 77 offshore drilling units (including one ultra-deepwater drillship and three high-specification jackup drilling rigs currently under construction), located worldwide, including in the U.S.
Following the spin-off of Paragon Offshore, Noble will own and operate one of the most modern, versatile and technically advanced fleets in the offshore drilling industry. The 35 rig post-spin fleet, consisting of 20 semisubmersibles and drillships and 15 jackups, will focus largely on ultra-deepwater and high-specification jack-up drilling opportunities in both established and emerging regions worldwide.
Noble's shares are traded on the
About Paragon Offshore
Paragon Offshore is currently an indirect, wholly owned subsidiary of
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
Forward-looking Disclosure Statement
This release contains forward-looking statements. Statements regarding the consummation of the spin-off, the record date and the distribution date, the tax consequences of the distribution, the development and timing of any markets for Noble shares or Paragon shares, fleet content and the prospects for the separate companies, 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 actions by governmental and regulatory authorities, costs and difficulties related to the separation, employee relations, market and business conditions, the companies' financial results and performance, changes in law, availability and terms of any financing, satisfaction of regulatory conditions, actions by customers and other third parties, factors affecting the level of activity in the oil and gas industry, supply and demand of drilling rigs, factors affecting the duration of contracts, the actual amount of downtime, factors that reduce applicable dayrates, violations of anti-corruption laws, weather conditions, the future price of oil and gas and other factors detailed in Paragon's Form 10 and Noble's most recent Form 10-K, Form 10-Q's and other filings with the
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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