d1090428_6-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
month of April 2010
Commission
File Number 001-[34667]
SEADRILL
LIMITED
P.O. Box
HM 1593
Par-la-Ville
Place, 4th Floor
14
Par-la-Ville Road
Hamilton
HM 08 Bermuda
(441)295-6935
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form 20-F
[X] Form 40-F
[ ]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
hereto as Exhibit 99.1 is a press release from Seadrill Limited (the "Company"),
dated April 12, 2010, announcing an increase in the Company's ownership stake of
Scorpion Offshore Limited. Attached hereto as Exhibit 99.2 is a press
release from the Company, dated April 12, 2010, announcing the completion of a
private placement.
The press
release contained in Exhibit 99.2 is not an offer for the sale of or the
solicitation of an offer to purchase securities in the United
States. Any securities referred to therein have not been registered
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"),
and may not be offered or sold in the United States absent registration or
pursuant to an exemption from registration under the U.S. Securities
Act. The Company does not intend to register any securities issued in
the offering in the United States or to conduct a public offering of the
securities in the United States.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
SEADRILL
LIMITED
|
|
|
|
(Registrant)
|
|
|
|
|
Dated:
April 14, 2010
|
|
By
|
/s/
Georgina Sousa
|
|
|
|
Georgina
Sousa
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
SDRL
– Increases ownership stake in Scorpion Offshore Limited
Hamilton, Bermuda, April 12,
2010 - Seadrill
Limited ("Seadrill") has today, through market transactions, acquired 1.3
million shares in Scorpion Offshore Limited ("Scorpion"). The shares have been
acquired at a price of NOK36.00 per share.
Seadrill
is, following this acquisition, the owner of 35,938,903 shares in Scorpion
representing a total of 40.1% of Scorpion's issued shares.
The
acquisition triggers an obligation on Seadrill to make a mandatory cash offer
for Scorpion's remaining shares or to reduce its holding below the 40% threshold
within four weeks from today.
Seadrill
has decided to make a cash offer for the remaining shares in
Scorpion.
Seadrill
is prepared, subsequent to the offer, to be owner of anything between 40.1% and
100% of Scorpion.
Seadrill
views their holding in Scorpion as a long term, strategic investment and will,
as a consequence of the increase of its shareholding, request a shareholder
meeting in Scorpion for the purpose of electing a board that, to a larger extent
than today, reflects the ownership structure of Scorpion. Seadrill will, in
addition, put forward a proposal to Scorpion to enter into an arm's length
management contract with Seadrill Management AS with the target of reducing rig
operating and overhead costs in Scorpion.
The Board
of Seadrill further announces that Seadrill has entered into an option agreement
with Jurong Shipyard to buy a high specification, harsh environment, jack-up rig
of the CJ70 design which is presently under construction at the yard. The rig is
expected to be delivered at the end of the first quarter of 2011. Seadrill is
currently in final discussions with a charterer regarding a potential long term
employment of the rig. In the event these discussions are successfully
completed, Seadrill will exercise their option and purchase the
rig.
In order
to finance the Scorpion offer and the potential acquisition of the CJ70 design
jack-up rig, Seadrill will, today, seek to issue up to 12,500,000 shares in a
private placement. The issue is guaranteed by Seadrill's major shareholder Hemen
Holding Ltd.
Carnegie
ASA, Fearnleys Fonds ASA and Pareto Securities ASA will manage the placement
with Nordea and DnB Markets as Co leads. The equity offering is expected to be
completed before 0900 AM Oslo time, tomorrow April 13, 2010.
The
Board's objective is to continue to grow Seadrill through the acquisition of
modern, high specification, drilling units and thus further increase its
capacity for long-term regular quarterly dividend payments.
The
common shares of Seadrill will start trading on the New York Stock Exchange on
Thursday April 15, 2010.
Exhibit
99.2
SDRL
– Successful completion of private placement
Hamilton, Bermuda, April 12, 2010 -
Seadrill Limited has today successfully completed a private placement of
a total of 12.5 million shares, representing approximately 3.1% of the issued
capital, to a price of NOK151.50 per share. Gross proceeds amounted to NOK1,894
million (approximately US$322 million).
The share
capital of Seadrill, following the completion of the equity issue in relation to
the private placement, amounts to US$824,576,432 represented by 412,288,216
ordinary shares of US$2.00 par value.
The net
proceeds from the private placement will be used to part finance the mandatory
offer for Scorpion Offshore, for equity in the potential acquisition of the CJ70
design jack-up rig, and for further opportunistic expansion of the
Company.
The share
issue was led by Carnegie ASA together with Fearnley Fonds ASA and Pareto
Securities AS as joint-lead managers and DnB NOR Markets and Nordea Markets as
co-lead managers.