NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
With reference to announcements on 7 July 2016, Prosafe SE ("Prosafe" or the "Company") announces today that it has completed the private placement of new shares, The private placement of minimum USD 130 million and maximum USD 150 million, conducted as an accelerated book-building with preferred allocation for shareholders and bondholders, was fully subscribed.
The new shares will be issued as part of the comprehensive refinancing announced on 7 July 2016 (the "Refinancing"), and issuance of the new shares remains subject to the fulfilment of the conditions for the Refinancing.
The final amount of new shares to be issued will be determined on the basis of the amount required for the cash-out of bonds under the Refinancing, and will be minimum 4,368,000,000 shares (USD 130 million) and maximum 5,040,000,000 (USD 150 million). The new shares will be issued at a subscription price per share of NOK 0.25.
For further details on the Refinancing, please refer to the Refinancing press release, detailed refinancing term sheet and the company presentation, all dated 7 July 2016.
The new shares issued in the Private Placement will not be tradable before the shares have been fully paid and the shares have been registered with the Norwegian Central Securities Depository (the "VPS"). As set out in the terms for the Refinancing, the current nominal value of the Company's ordinary shares is EUR 0.25. As part of the Refinancing, the Company will carry out a capital reduction in order to reduce the nominal value of the ordinary shares. The proposed new nominal value will be EUR 0.001. Pending such capital reduction, the new shares are expected to be issued as Class A Shares, such shares to have equal rights in all respects as the existing ordinary shares, including with respect to dividends and voting. The Class A Shares will following completion of the capital reduction and approval and publication of a listing prospectus be converted into ordinary shares and listed on Oslo Børs. Pending such listing and conversion, the new shares will not be listed or tradable on Oslo Børs. The Company may however seek an interim registration of the Class A Shares on N-OTC.
In order to be able to complete the private placement, the Board will propose to the EGM that existing shareholders' pre-emptive rights to subscribe the new shares are disapplied. The Board believes that this is necessary and in the best interest of the Company and its shareholders and other stakeholders as it secures the financing required by the Restructuring and provides for timely commitments.
Further, the Board will propose that the EGM also provide the necessary authorisation to enable the Board to carry out a subsequent offering to existing eligible shareholders of up to USD 15 million. Eligible shareholders as at the date of close of the book-building (12 July 2016, as recorded in the VPS on 14 July 2016) are expected to be granted non-transferable subscription rights to subscribe for and, upon subscription, be allocated new shares. The subscription price in such subsequent offering will be NOK 0.25 per share, being the same as in the Private Placement.
ABG Sundal Collier ASA, Nordea Markets, a part of Nordea Bank Norge, Pareto Securities AS, DNB Markets, a part of DNB Bank ASA, and Skandinaviska Enskilda Banken AB (publ.) Oslo Branch have acted as joint lead bookrunners for the Private Placement. Schjødt act as Norwegian legal counsel to the Company.
Prosafe is the world's leading owner and operator of semi-submersible accommodation vessels. The company operates globally and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to www.prosafe.com
Larnaca, 13 July 2016
Georgina Georgiou, General Manager
For further information, please contact:
Stig Harry Christiansen, Acting CEO and CFO
Prosafe Management AS
Phone: +47 478 07 813
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be sold within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act.
The shares to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward -looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.