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
16 March 2016
Sequa Petroleum N.V. Announces Proposed Secured Bond Offerings
Sequa Petroleum N.V. (the “Company”) announces proposed secured bond offerings to finance its plans in relation to the acquisition of a 15% interest in Gina Krog. This acquisition agreement was announced on 19 October 2015 and the Company released updated information on Gina Krog on 14 March 2016.
The Company, through its wholly-owned subsidiary Tellus Petroleum AS, is planning the issuance of up to USD 275 million senior secured bonds due 2019 in the Nordic bond market. These bonds will be secured by a first lien security over the Gina Krog interest that is being acquired.
In addition, the Company is planning the issuance of up to USD 200 million second lien secured high yield bonds due 2021. These bonds will be secured by a second lien security over the Gina Krog interest that is being acquired, and a first lien security over the Company’s shareholding in Tellus Petroleum Invest AS, among other things. Anoa Capital SA has been engaged as lead manager and bookrunner for the high yield bond issue.
Sapinda companies, as strategic shareholders, have provided USD 123 million in equity funding commitments to the Company, of which approximately USD 80 million will be utilised to complete the transaction, with the remainder available for ongoing corporate costs.
As part of the funding process, the Company will be seeking consents from holders of its outstanding USD 204.4 million existing Convertible Bonds due 2020 and issued by the Company in April 2015. These consents will allow the Company and its subsidiaries to provide all security interests required for the proposed financing structure, and to extend the maturity date of the existing Convertible Bonds to 29 April 2022. The issuance of the Tellus Petroleum AS senior secured bonds and the Company’s secured high yield bonds is conditional on the successful completion of such exercise. The further USD 95.6 million Convertible Bonds due 2020, previously issued and held on behalf of the Company, have been cancelled.
About the Company
The Company is an oil and gas company registered in the Netherlands, with its principal office in London and listed on Euronext Marché Libre. In 2014, the Company established an operating presence in Kazakhstan, acquiring 75% of the Aksai licence which has subsequently been drilled and is currently being evaluated. In 2015, the Company established a presence in Norway, acquiring Tellus Petroleum Invest AS as a 100% subsidiary. Tellus Petroleum AS, a wholly owned subsidiary of Tellus Petroleum Invest AS, has subsequently entered into a sale and purchase agreement with Total to purchase a 15% interest in the Gina Krog field and with OMV to acquire approximately 0.6% of the Ivar Aasen field.
The Company’s audited financial statements for the year ended 31 December 2015 are available on the Company’s website at https://www.sequa-petroleum.com/corporate/.
For more information please visit www.sequa-petroleum.com or contact:
Jacob Broekhuijsen, Chief Executive Officer +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, (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 referred to herein. In connection with this transaction, there has not been, nor will there be, any public offering of securities. No prospectus will be prepared in connection with the offering of the securities. The securities may not be offered to the public in any jurisdiction in circumstances which would require Sequa Petroleum N.V. or Tellus Petroleum AS to prepare or register any prospectus or offering document relating to the securities in such jurisdiction. The distribution of announcement and the offer and sale of the securities in certain jurisdictions may be restricted by law.