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.
The proceeds from the Private Placement will be used to strengthen the Company's balance sheet, bond redemption and liquidity position as well as for general corporate purposes. Between USD 40 million and USD 60 million will be used to complete a bond buy back as part of the Refinancing, as described in separate announcement today.
The subscription price is set to NOK 0.25 per share, giving gross proceeds of minimum NOK 1,092 million (USD 130 million) and up to NOK 1,260 million (USD 150 million). The bookbuilding period will commence immediately today (7 July 2016) at 16:30 hours (CET) and close at 16:30 hours (CET) on 12 July 2016. The Company may however at any time close or extend the book-building period at its discretion. The minimum order and allocation amount in the Private Placement has been set to the number of new shares that equals an aggregate subscription price of at least NOK 1,000,000 (or if higher the NOK equivalent of EUR 100,000).
NOK 712 million (approx. USD 85 million) of the Private Placement is pre-subscribed by Prosafe’s two largest shareholders, North Sea Strategic Investments AS and M&G (the “Anchor shareholders”). The Anchor shareholders will be allocated a minimum of 1,500,000,000 and 1,348,000,000 shares, representing 29.76% and 26.75% of the Private Placement respectively (assuming USD 150 million of proceeds). These allocations are conditional that the Anchor shareholders’ individual shareholdings post the Refinancing are never greater than 29.9% of the enlarged share capital of the Company post-Refinancing.
The private placement is directed towards existing stakeholders and new investors, subject to applicable selling restrictions. In accordance with the terms of the Refinancing, existing shareholders will receive preferred allocation for the first USD 130 million, and existing bondholders will receive preferred allocation for the remaining USD 20 million as well as for any shares not subscribed for by existing shareholders.
Prosafe has retained 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 as joint lead bookrunners for the Private Placement, which will be directed towards existing shareholders and Norwegian and international investors (in such jurisdictions and as permitted or catered for by exemption rules under applicable securities laws). The Private Placement will be structured as an undocumented accelerated book-building process.
ABG Sundal Collier: Hans Øyvind Haukeli +47 22 01 60 04
Nordea Markets: Einar Wisth +47 22 48 77 07
Pareto Securities: Arild Hille +47 +47 22 87 87 50
DNB Markets: Gunnar Laksesvela +47 24 16 92 34
SEB: Harald Wang +47 22 82 72 69
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. Completion of the Private Placement and issuance of the new shares thereunder is subject to the fulfilment of the conditions for the Refinancing, including i.a. approval by an extraordinary general meeting in the Company expected to be held in August 2016 (the "EGM"), and by the Company's bondholders in bondholders' meetings for each of the PRS08, PRS09, PRS10 and PRS11 bonds (the "Bondholders' Meetings") and bank approvals. Notice of such meetings, required approvals and further details will be issued in due course.
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"). The shares will when issued rank equal in all respects to the existing shares of the Company. As set out in the Restructuring terms, the current nominal value of the Company's ordinary shares is EUR 0.25. As part of the Restructuring, 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 share, 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 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.
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, 7 July 2016
Georgina Georgiou, General Manager
For further information, please contact:
Stig Harry Christiansen, Acting CEO and CFO
Prosafe Management AS
Phone: +47 51 64 25 17 / +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.
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.