NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW
For immediate release 1 May 2015
Sequa Petroleum N.V. closes Convertible Bond Offering of U.S.$300 million
London – Following the launch on 21 April 2015 of the offering of a convertible bond of up to U.S.$300 million maturing in April 2020 (the “Bonds”), Sequa Petroleum N.V. is pleased to announce that pricing of the Bonds took place on 24 April 2015 and settlement completed today. The Bonds, which were issued at par in an initial aggregate principal amount of U.S.$300 million and will be convertible into approximately 85.7 million new Sequa Petroleum N.V. ordinary shares, representing up to approximately 30% of the ordinary shares of Sequa Petroleum N.V. following conversion in full of the Bonds.
Proceeds from the offering will allow the Sequa Petroleum group to finance its acquisition activities as well as being used for its general financing and corporate purposes.
The Bonds were issued with an annual coupon of 5.00% (which will be payable semi-annually in arrear). The initial conversion price is U.S.$3.50 per ordinary share. The conversion price is subject to customary adjustments pursuant to the terms and conditions of the Bonds. The Bonds were issued by Sequa Petroleum N.V. and are intended to be listed on the Cayman Islands Stock Exchange on or before the first interest payment date in respect of the Bonds.
The repayment obligation under a previously existing shareholder loan (drawn down in an amount of approximately U.S.$126 million with approximately U.S.$3 million of accrued interest) was settled by issuing Bonds in exchange for that loan on a dollar for dollar basis, free of payment.
In addition, U.S.$95.6 million in aggregate principal amount of the Bonds were issued and are held on behalf of the Issuer for the purposes of prospective sales to third party purchasers outside the United States. Any such Bonds which have not been sold during the period of six weeks immediately following today’s closing will be cancelled and holders of the Bonds will be notified of the final issue size following the expiry of the six week period referred to above.
U.S.$75 million of the proceeds from the issuance of the Bonds (less certain fees and expenses) were paid to Sequa Petroleum N.V. at closing.
Anoa Capital S.A. is acting as Sole Global Coordinator, and, together with ADS Securities LLC, Abu Dhabi, as Joint Bookrunner.
In addition, Sapinda Asia Limited, an existing shareholder of Sequa Petroleum N.V. has entered into a commitment, subject to regulatory approvals, to subscribe for up to U.S.$62.5 million of additional ordinary shares in Sequa Petroleum N.V. during 2015.
This notice is not an offer for sale or a solicitation of an offer to purchase Bonds or any other security of Sequa Petroleum N.V.
About the Sequa Petroleum group
The Sequa Petroleum group is an oil and gas group which focuses on taking discovered oil and gas reserves and resources from appraisal through to production. Sequa Petroleum N.V. is a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands and its registered office at 23 Savile Row, London, W1S 2ET, United Kingdom.
Jacob Broekhuijsen, CEO
Alistair Williams, CFO
+44 (0)203 728 4450
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is only distributed to and aimed at (i) persons outside the United Kingdom or (ii) professional investors as per Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005/1529 (the “Order”), or (iii) high net worth companies and other high net worth persons as per Articles 48 and 49 of the Order (these persons jointly being termed “qualified persons”). All of the securities named herein are available only to qualified persons and any invitation, offer or agreement to subscribe to, buy or otherwise acquire them is made only to qualified persons. Persons who are not qualified persons should on no account act with regard to or in confidence in this information or its contents.
This announcement is for information purposes only and does not constitute an offer to sell, or a solicitation or an offer to buy any securities. In connection with this transaction there has not been, nor will there be, any public offering of the Bonds. No prospectus will be prepared in connection with the offering of the Bonds. The Bonds may not be offered to the public in any jurisdiction in circumstances which would require the Sequa Petroleum N.V. to prepare or register any prospectus or offering document relating to the Bonds in such jurisdiction. The distribution of announcement and the offer and sale of the Bonds in certain jurisdictions may be restricted by law.