TIDMPMO
RNS Number : 6732B
Premier Oil PLC
11 January 2018
This announcement has been determined to contain certain inside
information. Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR
IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW
PREMIER OIL PLC
("Premier", "the Company" or the "Offeror")
Invitation for early exchange of convertible bonds
11 January 2018
Premier today announces an invitation to convertible bondholders
to accelerate the exchange of the outstanding convertible bonds
(the "Bonds") into ordinary shares of the Company. Further details
of the formal invitation are set out below.
Rationale
The convertible bonds are capable of being exchanged at any time
and are currently trading "in-the-money". With this invitation, the
Company is seeking to accelerate the exchange of the Bonds into
ordinary shares, which has several advantages for the Company, its
shareholders and bondholders:
-- The primary purpose is to reduce the Company's indebtedness:
the early exchange of the Bonds along with the recent non-core
disposals of Wytch Farm, Pakistan, and its interest in the ETS
pipeline and the start of production at Catcher, will assist the
Company to reduce debt and to impact positively the Company's
forward financial covenants;
-- It will rebalance the Company's capital structure and should
reduce hedging activity in the Company's ordinary shares: the
Company's capital structure currently comprises shareholders'
ordinary equity plus long term borrowings which include UK retail
bonds, senior loan notes, bank debt and the Bonds. Accelerating the
exchange of the Bonds will increase the equity base of the business
whist reducing outstanding debt and associated hedging activity
(short selling) by certain holders of the Bonds;
-- The early exchange of any Bonds will lead to a smaller total
number of ordinary shares being issued in respect of the Bonds than
would be issued if all coupons were paid in ordinary shares and the
Bond were held to and exchanged at maturity;
The invitation is open until 3pm (London time) on 16 January. A
further announcement will be made shortly thereafter confirming the
outcome of the invitation (which is at the discretion of the
Company).
Enquiries:
Premier Oil plc
Tony Durrant, Chief Executive
Richard Rose, Finance Director
Tel: 020 7730 1111
Invitation to Holders to Offer to Exchange Outstanding
US$235,245,000 Premier Oil Finance (Jersey) Limited 2.5% Guaranteed
Convertible Bonds due 2022
Premier announces an invitation to holders of the outstanding
Premier Oil Finance (Jersey) Limited 2.5% Guaranteed Convertible
Bonds due 2022 (the "Bonds"), to offer to exchange their Bonds (the
"Invitation") for (i) ordinary shares of the Offeror (the "Ordinary
Shares") comprising the relevant holder's entitlement under the
terms and conditions of the Bonds (the "Conditions") and (ii) a
number of incentive shares (the "Incentive Shares"), to be
determined pursuant to an auction process.
The Bonds were issued by Premier Oil Finance (Jersey) Limited, a
wholly-owned subsidiary of the Offeror on 1 November 2012 in an
aggregate principal amount of US$245,324,000. As at the date of
this announcement, the Bonds are trading "in-the-money" and
US$235,245,000 in aggregate principal amount of the Bonds remains
outstanding. The current exchange price is GBP0.7471 per Ordinary
Share and the fixed exchange rate is GBP1.00 = US$1.2280.
Invitation Terms
On the terms and subject to the conditions and invitation
restrictions set out in the Invitation Term Sheet dated 11 January
2018, the Offeror invites holders to submit an invitation exchange
notice (the "Invitation Exchange Notice") specifying an incentive
amount between US$30 - US$60 per US$1,000 in principal amount of
the Bonds (the "Offer Consideration"). This Offer Consideration
range represents an Incentive Share amount of 22 - 44 Ordinary
Shares per US$1,000 principal amount of the Bonds being offered for
exchange.
After the Expiration Date (as detailed below), the Offeror will,
in its sole discretion, determine the final Offer Consideration
within the Offer Consideration range (the "Final Offer
Consideration"). Subject to applicable law, the Offeror intends to
accept for exchange pursuant to the Invitation any and all Bonds
offered for exchange at or below the Final Offer Consideration. The
final aggregate principal amount of Bonds accepted for exchange
pursuant to the Invitation, the Final Offer Consideration and
number of Incentive Shares to be delivered per US$1,000 in
principal amount of the Bonds being offered for exchange will be
announced by the Offeror as soon as reasonably practicable after
the Expiration Deadline.
A Bondholder whose offer to exchange its Bonds is accepted
pursuant to the Invitation will receive Ordinary Shares comprising
its entitlement in accordance with the Conditions following
exercise of exchange rights as well as the Incentive Shares
detailed above. Exchanging Bondholders will not be entitled to the
Quarterly Payment (as defined in the Conditions) due to be paid on
27 January 2018.
To participate in the Invitation, holders must submit, or
instruct a relevant intermediary to submit on their behalf, their
valid Invitation Exchange Notice specifying the Offer Consideration
and the principal amount of the Bonds offered for exchange by way
of a SWIFT instruction via the International Central Securities
Depositories (ICSDs) to Deutsche Bank AG, London Branch (the
"Agent") before the Expiration Deadline in accordance with the
Invitation Term Sheet and the Invitation Exchange Notice.
If any Bondholder who wishes to participate in the Invitation
has previously submitted a Share Issue Notice pursuant to the
Conditions, such Share Issue Notice must be rescinded by the
Bondholder (or relevant intermediary on its behalf) prior to the
delivery of an Invitation Exchange Notice. Any such rescission
should be communicated to the Agent via the ICSDs in accordance
with such Bondholder's usual procedures. Any Share Issue Notice
which has previously been submitted as aforesaid shall be treated
by the Offeror as revocable, notwithstanding the terms thereof,
solely if and to the extent that the relevant Bondholder wishes to
participate in the Invitation.
Expected Timetable for the Invitation
Launch Date 11 January 2018
Expiration Deadline 16 January 2018, 3.00 p.m. (London
time)
Invitation Exchange Notices must
be received by the Agent prior
to the Expiration Deadline for
the relevant Bonds to be eligible
for exchange pursuant to the Invitation
Bondholders are advised to check
with any custodian, bank, securities
broker or other intermediary through
which they hold their Bonds as
to the deadlines by which such
intermediary would require receipt
of instructions to participate
in, or withdraw their instructions
to participate in, the Invitation
to meet the deadlines set out
above. The deadlines set by such
intermediary are likely to be
earlier than the relevant deadlines
specified above
Announcement Expected to be before 17 January
of Results 2018, 7.00 a.m. (London time)
Invitation Exchange Expected to be 17 January 2018
Date
Share Delivery Expected to be 19 January 2018
Date
Further Information regarding the Invitation
The Offeror may, in its discretion, extend, re-open, amend,
waive any condition of, or terminate the Invitation at any time
prior to the Announcement of Results, subject to applicable
law.
All Invitation Exchange Notices delivered to the Agent will be
irrevocable, except (i) if the relevant Bonds are not accepted for
exchange pursuant to the Invitation and (ii) in the limited
circumstances described in the Invitation Term Sheet.
Holders are advised to read the Invitation Term Sheet in its
entirety prior to deciding on whether to participate in the
Invitation.
The issue of Incentive Shares may result in an adjustment to the
exercise price under the terms of the equity warrants issued by the
Company (and to the equity growth fee payable under the terms of
the synthetic warrants). The Company will provide notice to warrant
holders in due course if an adjustment is required.
Jefferies International Limited is acting as sole Dealer Manager
in relation to the Invitation.
Any enquiries relating to the terms of the Invitation should be
directed to:
Jefferies International
Limited
Phillip Bond
Tel: 020 7898 7122 / Email:
pbond@jefferies.com
Jonathan Wilcox
Jason Grossman
Tel: 020 7029 8000
IMPORTANT NOTICE
THIS PRESS RELEASE DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
INVITATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF
THIS PRESS RELEASE IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE
REQUIRED BY EACH OF THE OFFEROR, PREMIER OIL FINANCE (JERSEY)
LIMITED (THE "ISSUER"), THE DEALER MANAGER AND THE AGENT TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY TO MARKET
PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION
PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE
EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT
ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS
AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMENDATION TO BUY,
EXCHANGE OR SELL ANY BOND.
ANY DECISION RELATING TO THE BONDS PURSUANT TO THE INVITATION
SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY YOU OF
THE OFFEROR'S AND THE ISSUER'S PUBLICLY AVAILABLE INFORMATION. NONE
OF THE DEALER MANAGER, THE AGENT NOR ANY OF THEIR RESPECTIVE
AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKES
ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
PRESS RELEASE OR THE OFFEROR'S OR ISSUER'S PUBLICLY AVAILABLE
INFORMATION.
THE DEALER MANAGER AND THE AGENT ARE ACTING ON BEHALF OF THE
OFFEROR AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL
NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE
PROTECTIONS AFFORDED TO CLIENTS OF THE DEALER MANAGER OR THE AGENT,
OR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION. NEITHER THE
DEALER MANAGER NOR THE AGENT OWES ANY DUTY TO ANY HOLDER OF THE
BONDS.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY
OR A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS, AS
APPLICABLE (AND OFFERS OF BONDS FOR EXCHANGE PURSUANT TO THE
INVITATION WILL NOT BE ACCEPTED FROM BONDHOLDERS IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL). IN
THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS
REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER
AND THE DEALER MANAGER OR ITS AFFILIATES IS SUCH A LICENSED BROKER
OR DEALER IN SUCH JURISDICTIONS, THE INVITATION SHALL BE DEEMED TO
BE MADE BY THE DEALER MANAGER OR SUCH AFFILIATE (AS THE CASE MAY
BE) ON BEHALF OF THE OFFEROR IN SUCH JURISDICTIONS.
UNITED STATES
THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE DIRECTLY
OR INDIRECTLY IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY
MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR
ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED
STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE
TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.
ACCORDINGLY, COPIES OF THIS PRESS RELEASE AND ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT
BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED,
DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES OR TO ANY
PERSONS LOCATED OR RESIDENT IN THE UNITED STATES AND BONDS CANNOT
BE OFFERED FOR EXCHANGE PURSUANT TO THE INVITATION BY ANY SUCH USE,
MEANS, INSTRUMENTS OR FACILITIES OR FROM WITHIN THE UNITED STATES
OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AS DEFINED
IN REGULATION S OF THE U.S. SECURITIES ACT OF 1933 ("REGULATION S"
AND THE "SECURITIES ACT"). FAILURE TO COMPLY WITH THESE
RESTRICTIONS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND ANY
PURPORTED OFFER OF BONDS FOR EXCHANGE RESULTING DIRECTLY OR
INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID
AND OFFERS OF BONDS FOR EXCHANGE MADE BY A PERSON LOCATED IN THE
UNITED STATES OR ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY ACTING
ON A NON-DISCRETIONARY BASIS FOR A NOMINEE GIVING INSTRUCTIONS FROM
WITHIN THE UNITED STATES WILL NOT BE ACCEPTED.
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE OR AN
INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE PURPOSE OF THIS PRESS RELEASE IS LIMITED TO
THE INVITATION AND THIS PRESS RELEASE MAY NOT BE SENT OR GIVEN TO A
PERSON IN THE UNITED STATES. EACH HOLDER OF BONDS PARTICIPATING IN
THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED
STATES AND IS NOT PARTICIPATING IN THE INVITATION FROM THE UNITED
STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A
PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN
ORDER TO PARTICIPATE IN THE INVITATION FROM THE UNITED STATES.
FOR THE PURPOSES OF THIS AND THE ABOVE TWO PARAGRAPHS, "UNITED
STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE
DISTRICT OF COLUMBIA.
UNITED KINGDOM
THE COMMUNICATION OF THIS PRESS RELEASE BY THE OFFEROR AND ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION IS NOT
BEING MADE, AND SUCH DOCUMENTS AND/OR MATERIALS HAVE NOT BEEN
APPROVED, BY AN AUTHORISED PERSON FOR THE PURPOSES OF SECTION 21 OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (THE "FSMA").
ACCORDINGLY, SUCH DOCUMENTS AND/OR MATERIALS ARE NOT BEING
DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN
THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR
MATERIALS IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS
UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS ONLY DIRECTED
AT AND MAY ONLY BE COMMUNICATED TO (1) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, BEING
INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"FPO"); (2) PERSONS WHO FALL WITHIN ARTICLE 49 OF THE FPO; OR (3)
ANY OTHER PERSONS TO WHOM THESE DOCUMENTS AND/OR MATERIALS MAY
LAWFULLY BE COMMUNICATED. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO SUCH PERSONS
OR WILL BE ENGAGED IN ONLY WITH SUCH PERSONS AND OTHER PERSONS
SHOULD NOT RELY ON IT.
FRANCE
THE INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE
PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS PRESS
RELEASE NOR ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE
INVITATION HAS BEEN OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE
AND ONLY: (I) PROVIDERS OF INVESTMENT SERVICES RELATING TO
PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES
FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE
POUR COMPTE DE TIERS); AND/OR (II) QUALIFIED INVESTORS
(INVESTISSEURS QUALIFIÉS), ACTING FOR THEIR OWN ACCOUNT, ALL AS
DEFINED IN, AND IN ACCORDANCE WITH, ARTICLES L.411-1, L.411-2 AND
D.411-1 OF THE FRENCH CODE MONÉTAIRE ET FINANCIER ARE ELIGIBLE TO
PARTICIPATE IN THE INVITATION. THIS PRESS RELEASE HAS NOT BEEN
SUBMITTED FOR CLEARANCE TO THE AUTORITÉ DES MARCHÉS FINANCIERS.
ITALY
NONE OF THE INVITATION, THIS PRESS RELEASE OR ANY OTHER
DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE BEEN
SUBMITTED TO THE CLEARANCE PROCEDURES OF THE COMMISSIONE NAZIONALE
PER LE SOCIETA E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND
REGULATIONS. THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF
ITALY ("ITALY") AS AN EXEMPTED OFFER PURSUANT TO ARTICLE 101-BIS,
PARAGRAPH 3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY
1998, AS AMENDED (THE FINANCIAL SERVICES ACT) AND ARTICLE 35-BIS,
PARAGRAPH 3 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS
AMENDED (THE "ISSUERS' REGULATION").
ACCORDINGLY, THE INVITATION IS ONLY ADDRESSED TO HOLDERS OF
BONDS LOCATED IN THE REPUBLIC OF ITALY WHO ARE "QUALIFIED
INVESTORS" (INVESTITORI QUALIFICATI) AS DEFINED PURSUANT TO AND
WITHIN THE MEANING OF ARTICLE 100 OF THE FINANCIAL SERVICES ACT AND
ARTICLE 34-TER, PARAGRAPH 1, LETTER B) OF THE ISSUERS'
REGULATION.
HOLDERS OR BENEFICIAL OWNERS OF THE BONDS MAY OFFER THEIR BONDS
FOR EXCHANGE PURSUANT TO THE INVITATION THROUGH AUTHORISED PERSONS
(SUCH AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES
PERMITTED TO CONDUCT SUCH ACTIVITIES IN ITALY IN ACCORDANCE WITH
THE FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 16190 OF 29
OCTOBER 2007, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE
NO. 385 OF SEPTEMBER 1, 1993, AS AMENDED) AND IN COMPLIANCE WITH
APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY
CONSOB OR ANY OTHER ITALIAN AUTHORITY. EACH INTERMEDIARY MUST
COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS CONCERNING
INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE
BONDS OR THE INVITATION.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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January 11, 2018 13:10 ET (18:10 GMT)
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