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
1st July 2015
On 21 April 2015 Sequa Petroleum N.V. (the “Issuer”) launched an offering of convertible bonds of up to U.S.$300 million maturing in April 2020 (the “Bonds”). The settlement of the Bonds took place on 1 May 2015 and U.S.$95.6 million in aggregate principal amount of the Bonds (such Bonds the “Retained Bonds”) were issued and held on behalf of the Issuer for the purposes of prospective sales to third party purchasers outside the United States for an initially indicated maximum period of six weeks following the settlement date.
Following the announcement in 18th June 2015 of an agreement to acquire a large Asset Portfolio on the Norwegian Shelf, the Issuer has received new indications of interest from institutional investors to sell a significant number of Retained Bonds. The Issuer has agreed to extend the warehouse period for Retained Bonds held on its behalf for the purposes of prospective sales to allow the potential investors to participate. The Issuer intends to cancel any unsold Retained Bonds at the end of the warehouse period, currently planned for the end of July 2015.
The Issuer further announces that it has received the required Kazakhstan government consents for its bond and share transactions as requested, following which it has listed the Bonds on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange with the Bonds being admitted to trading with effect from 30th June 2015.
Anoa Capital S.A. is acting as Sole Global Coordinator, and, together with ADS Securities LLC, Abu Dhabi, as Joint Bookrunner.
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.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and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.
Jacob Broekhuijsen, CEO
Alistair Williams, CFO