Sequa Petroleum N.V. Irrevocable Undertaking to Restructuring Bonds by decisive bondholders' majority
15 April 2019 - 4:30PM
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 NV (EU:MLSEQ)
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