Sequa Petroleum N.V. Bonds Update

Sequa Petroleum N.V. Bonds Update

Further to its press release of 15 April 2019 and 17 June 2019, Sequa Petroleum N.V. (the “Company”) is taking steps to finalise the restructuring of the Company’s USD 300,000,000 5.00 per cent convertible bonds due 2020 of which USD 204,400,000 in principal amount remain outstanding (ISIN: XS1220076779, SEQ01 PRO EC) issued by the Company in April 2015 (the “Bonds”).  On 31 May 2019, the Company in consultation with bondholders has launched the consent solicitation regarding the Bonds (as amended in consultation with bondholders on 14 June 2019).  On 24 June 2019 the Company in consultation with bondholders made further amendments including amendments to the settlement process (the “Amendment”). Before the date of the Amendment, the bondholders had an option to elect to receive either (1) ordinary shares in dematerialized form (deposit shares) or (2) definitive, registered shares. The bondholders would have automatically received dematerialised shares if they had not voted by submitting an electronic instruction. Under the Amendment, all bondholders will receive definitive, registered shares, and they will not have the option summarised above.  All votes received before the date of the Amendment will be cancelled and the holders will need to vote again in order to submit a valid voting instruction.

If the extraordinary resolution is passed, bondholders who do not submit an electronic instruction or who submit an invalid electronic instruction, i.e. an electronic instruction without the address, the full name of the person who will receive the ordinary shares and the contact details of where the definitive, registered shares are to be delivered, (“Trust Creditors”) will not receive ordinary shares in definitive, registered form, but their share entitlements will be held on trust by GLAS Trustees Limited (the “Holding Period Trustee”) pursuant to the holding period trust deed dated 24 June 2019 entered into between the Holding Period Trustee, the Company and the consent solicitation agent (the “Holding Period Trust Deed”). The duration of the time period during which the Holding Period Trustee will hold the share entitlements on trust is two years from the date thereof (“Holding Period”) ending on 23 June 2021. As from the date of the Holding Period Trust Deed, being 24 June 2019, and until the end of the Holding Period, the Trust Creditors will have a right to contact the consent solicitation agent to request a copy of the Holding Period Trust Deed. During the Holding Period, the Trust Creditors will have a right to submit an instruction to request that their share entitlement be distributed directly to them (or, if applicable, its nominated recipients).

The consent expiration date is the date being the earlier of (i) 5:00pm, London time, on 5 July 2019, or (ii) the date on which the consent solicitation agent receives the valid electronic instructions from the holders of the Bonds representing in aggregate not less than three-fourths in principal amount of the Bonds for the time being outstanding unless the consent is extended or earlier terminated by the Company in its sole discretion.

Cautionary notice

This press release may contain information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This communication includes forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. Words such as possibly, expected and value accretive or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results of the Company to differ materially from future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to the Company’s ability to acquire new opportunities; generate positive cash flows; general economic conditions; turbulences in the global credit markets and the economy; geopolitical events; the possibility to restructure the Bonds and other factors discussed in the Company’s public filings and other disclosures. Forward-looking statements reflect the current views of the Company’s management and assumptions based on information currently available to the Company’s management. Forward-looking statements speak only as of the date they are made, and the Company does not assume any obligation to update such statements, except as required by law.

Contacts

Jacob Broekhuijsen, Chief Executive Officer

+44 (0)20 3728 4450 or info@sequa-petroleum.com

Sequa Petroleum N.V. Annual General Meeting Results 18 June 2019

Sequa Petroleum N.V. Annual General Meeting Results 18 June 2019

Sequa Petroleum N.V. (“The Company”) confirms that at its Annual General Meeting of Shareholders held on 18 June in Amsterdam, all resolutions on the agenda (issued on 13 May and amended on 13 June) were passed by attending shareholders representing 46.02% of the issued share capital of the Company. The appointment of Mr. T. Shabib as member of the Supervisory Board of the Company (agenda item 12(c)) will take effect as per the Bonds ceasing to exist (pursuant to the Bond Restructuring referred to in agenda item 8).

Contacts:
Jacob Broekhuijsen, Chief Executive Officer
+44(0)203-728-4450 or info@sequa-petroleum.com

Sequa Petroleum N.V. Bonds Update

Sequa Petroleum N.V. Bonds Update

Further to its press release of 15 April 2019, Sequa Petroleum N.V. (the “Company”) is taking steps to finalise the restructuring of the Company’s USD 300,000,000 5.00 per cent convertible bonds due 2020 of which USD 204,400,000 in principal amount remain outstanding (ISIN: XS1220076779, SEQ01 PRO EC) issued by the Company in April 2015 (the “Bonds”).  On 14 June 2019 the Company in consultation with bondholders has extended the expiration date in relation to the consent solicitation regarding the Bonds (launched on 31 May 2019) and amended the effective date on which the Bonds will be cancelled if the extraordinary resolution of the bondholders is passed.  The amended consent expiration date is the date being the earlier of (i) 5:00pm, London time, on 5 July 2019, or (ii) the date on which the consent solicitation agent receives the valid electronic instructions from the holders of the Bonds representing in aggregate not less than three-fourths in principal amount of the Bonds for the time being outstanding unless the consent is extended or earlier terminated by the Company in its sole discretion.  The effective date is the date being three business days (meaning, in relation to any place, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets are open for business in the relevant place) (the “Business Days”) after the consent expiration date.  If the extraordinary resolution of the bondholders is passed, on the settlement date (being the fifteenth Business Day after the effective date), each Bondholder will receive 3.660045 ordinary shares for each U.S. Dollar in principal amount of Bonds it holds.

Cautionary notice

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This communication includes forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. Words such as possibly, expected and value accretive or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results of the Company to differ materially from future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to the Company’s ability to acquire new opportunities; generate positive cash flows; general economic conditions; turbulences in the global credit markets and the economy; geopolitical events; the possibility to restructure the Bonds and other factors discussed in the Company’s public filings and other disclosures. Forward-looking statements reflect the current views of the Company’s management and assumptions based on information currently available to the Company’s management. Forward-looking statements speak only as of the date they are made, and the Company does not assume any obligation to update such statements, except as required by law.

Contacts

Jacob Broekhuijsen, Chief Executive Officer

+44 (0)20 3728 4450 or info@sequa-petroleum.com

 

Sequa Petroleum N.V. Amendment to the agenda of the Annual General Meeting of Shareholders of Sequa Petroleum N.V. to be held on 18 June 2019

Sequa Petroleum N.V. (the Company) has invited its shareholders to its Annual General Meeting of Shareholders (AGM) to be held at the offices of Allen & Overy LLP, Apollolaan 15, 1077 AB Amsterdam, the Netherlands, on Tuesday 18 June 2019, at 11:00 a.m. hours CET. Reference is made to the notice of the AGM, published on the Company’s website and in ‘Dagblad Trouw’ on 13 May 2019.

The management board and the supervisory board of the Company have decided to withdraw item 12(a) from the agenda for the AGM. An announcement of the amendment of the agenda of the AGM will be published on the Company’s website and in ‘Dagblad Trouw’ on 14 June 2019.
Agenda item 12(a) for the AGM provided for a proposal to re-appoint Mr. L. Windhorst as member of the Supervisory Board for a period of two (2) years ending the close of the 2021 Annual General Meeting of Shareholders. Recently Mr. L. Windhorst has tendered his resignation as supervisory director of the Company. Consequently Mr. L. Windhorst is no longer available for re-appointment as a supervisory director of the Company.

Cautionary notice

This press release may contain information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.

Contacts
Jacob Broekhuijsen, Chief Executive Officer
+44 (0)20 3728 4450 or info@sequa-petroleum.com

Sequa Petroleum N.V. Annual Report 2018 and Notice of the Annual General Meeting of Shareholders

The Sequa Petroleum N.V. (the Company) Annual Report 2018 is now available to download.

The Company has also published the agenda of the Annual General Meeting of Shareholders (AGM) to be held on 18 June 2019, at 11:00 a.m. hours CET.

On May 10th the Company’s Directors signed a new shareholder agreement with the Company’s main shareholder Sapinda, relevant details of which are reflected in the AGM documents.

Sequa Petroleum N.V. Irrevocable Undertaking to Restructuring Bonds by decisive bondholders’ majority

Sequa Petroleum N.V.  Irrevocable Undertaking to Restructuring Bonds by decisive bondholders’ majority

Further to its press release of 22 January 2019, Sequa Petroleum N.V. (the “Company”) is pleased to announce that its main shareholder Sapinda Holding B.V. together with certain affiliates (“Sapinda”), holding or otherwise controlling voting rights for a decisive majority (over 75%) of the Company’s USD 300,000,000 5.00 per cent Convertible Bonds due 2020 of which USD 204,400,000 in principal amount remain outstanding (ISIN: XS1220076779, SEQ01 PRO EC) issued by the Company in April 2015 (the “Bonds”) has committed to support the Bond restructuring described below.  Sapinda have executed a Deed of Irrevocable Undertaking intended to implement a cancellation of the Bonds and the conversion of the rights of the Bondholders thereunder into rights to subscribe for new ordinary shares in the capital of the Company.

The Deed of Irrevocable Undertaking includes conditions and stipulations that: (i) the Company be authorised to create a further 748,113,198 ordinary shares (the “New Shares’’); (ii) on the settlement date, the Bonds be cancelled; (iii) each bondholder shall be entitled on the settlement date to receive 3.660045 ordinary shares for each U.S. Dollar in principal amount of Bonds it holds; (iv) the ordinary shares distribution shall be in full and final settlement of all of the bondholders’ rights under, arising out of or in any way connected with the Bonds, the trust deed or any related transaction; and (v) any existing event of default or potential event of default arising under the trust deed and the Bonds is irrevocably waived.

The Company (the Issuer of the Bonds), the trustee, the principal paying and conversion agent, the transfer agent and the registrar will take all steps that may be reasonably required to facilitate and implement the above distributions, to cancel the Bonds and to terminate any related agreement or document, in accordance with the provisions of the trust deed and agency agreement as may be necessary or appropriate to give effect to the Written Resolution of the Bondholders which has been appended to the Deed of Irrevocable Undertaking. The Company currently envisages to include the authorisation to the management board to, with the approval of the supervisory board, resolve to the issue of The New Shares to the bondholders as an item on the agenda of the Company’s upcoming 2019 annual general meeting of shareholders (“AGM”).  Sapinda has indicated to adopt the Written Resolution of the bondholders shortly after the authorisation has been approved by the general meeting. The Deed of Irrevocable Undertaking stipulates that Sapinda, being the Company’s main shareholder, will approve the issue of the New Shares at the Company’s AGM. The restructuring of the Company’s debt and liabilities also includes a settlement which will eliminate a notional USD 4.5 million liability in the Company accounts.

The restructuring of the Bonds is intended to enable the Company to progress current high quality acquisition targets of production and development assets. Once the Company’s Bond debt is restructured and if the targeted investment opportunities are secured, then the realisation of these opportunities is expected to be value-accretive to the Company’s shareholders. Any material progress with business development and restructuring will be subject to further announcements.

Cautionary notice

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This communication includes forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. Words such as possibly, expected and value accretive or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results of the Company to differ materially from future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to the Company’s ability to acquire new opportunities; generate positive cash flows; general economic conditions; turbulences in the global credit markets and the economy; geopolitical events; the possibility to restructure the Bonds and other factors discussed in the Company’s public filings and other disclosures. Forward-looking statements reflect the current views of the Company’s management and assumptions based on information currently available to the Company’s management. Forward-looking statements speak only as of the date they are made, and the Company does not assume any obligation to update such statements, except as required by law.

Contacts
Jacob Broekhuijsen, Chief Executive Officer
+44 (0)20 3728 4450 or info@sequa-petroleum.com

 

Sequa Petroleum N.V. Annual General Meeting Results 8 February 2019

Sequa Petroleum N.V. Annual General Meeting Results 8 February 2019

Sequa Petroleum N.V. (“The Company”) confirms that at its Annual General Meeting of Shareholders held on 8 February in Amsterdam, all resolutions were passed by attending shareholders representing 49.58% of the issued share capital of the Company.

 

Contacts:
Jacob Broekhuijsen, Chief Executive Officer
+44(0)203-728-4450 or info@sequa-petroleum.com

Sequa Petroleum N.V. Bonds and Business Development Update

Sequa Petroleum N.V. Bonds and Business Development Update

As reported in press releases of Sequa Petroleum N.V.  (the “Company”) (14 November 2016, 17 March, 15 May and 14 November 2017, and 15 May and 14 November 2018), a number of potential defaults have occurred with respect to the Company’s USD 300,000,000 5.00 per cent Convertible Bonds due 2020 of which USD 204,400,000 in principal amount remain outstanding (ISIN: XS1220076779, SEQ01 PRO EC) issued by the Company in April 2015 (the “Bonds”).

 

The Company has received documentary evidence that its main shareholder Sapinda Holding B.V. together with affiliates (“Sapinda”) hold or otherwise control voting rights for a decisive majority (over 75%) of the Bonds.  Sapinda has re-confirmed to the Company its interest to achieve a comprehensive restructuring of the Bonds which could also involve a further strengthening of Sapinda’s major holding in the Bonds and shares in the Company. The Company is discussing a restructuring proposal of the Bonds with Sapinda for distribution to all bondholders in due course.

 

To enable the Company to progress current high quality acquisition targets of production and development assets before completion of its Bond restructuring, the Company is collaborating with a Sapinda subsidiary on an arms-length commercial basis. Once the Company’s Bond debt is restructured and if the targeted investment opportunities are secured, then the realisation of these opportunities is expected to be value-accretive to the Company’s Bondholders and Shareholders when compared with other alternative outcomes. Any concrete progress with business development and restructuring will be subject to further announcements.

 

Cautionary notice

This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This communication includes forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. Words such as possibly, expected and value accretive or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results of the Company to differ materially from future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to the Company’s ability to acquire new opportunities; generate positive cash flows; general economic conditions; turbulences in the global credit markets and the economy; geopolitical events; the possibility to restructure the Bonds and other factors discussed in the Company’s public filings and other disclosures. Forward-looking statements reflect the current views of the Company’s management and assumptions based on information currently available to the Company’s management. Forward-looking statements speak only as of the date they are made, and the Company does not assume any obligation to update such statements, except as required by law.

Contacts:
Jacob Broekhuijsen, Chief Executive Officer
+44 (0)20 3728 4450 or info@sequa-petroleum.com

Sequa Petroleum N.V. (the “Company”) Extraordinary General Meeting of Shareholders 19 November 2018 Results

Sequa Petroleum N.V. (the “Company”) Extraordinary General Meeting of Shareholders 19 November 2018 Results

The Company confirms that at its Extraordinary General Meeting held on 19 November 2018 in Amsterdam, the resolution to appoint FSV Accountants + Adviseurs B.V. as the external auditor of the Company for the financial years 2017 and 2018 was passed. Attending shareholders represented 50.8% of the issued share capital of the Company.

Contacts:
Jacob Broekhuijsen, Chief Executive Officer
+44(0)203-728-4450 or info@sequa-petroleum.com