Petrofac Limited ( PFC) Petrofac Limited: Publication of a
Supplementary Prospectus (the 'Supplementary Prospectus')
04-Nov-2021 / 15:12 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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Press Release
4 November 2021
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES
AND POSSESSIONS, EACH PROVINCE AND TERRITORY OF CANADA, JAPAN,
SWITZERLAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
BE CONSTRUED AS ANY OFFER, INVITATION OR RECOMMENDATION TO
PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION
AND NEITHER THE ISSUE OF INFORMATION NOR ANYTHING CONTAINED HEREIN
SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR
ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL
OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE
ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED
BY REFERENCE INTO THE ORIGINAL PROSPECTUS AND THE SUPPLEMENTARY
PROSPECTUS.
Publication of a Supplementary Prospectus (the "Supplementary
Prospectus")
Further to the publication on 26 October of a prospectus
relating to the proposed Firm Placing, Placing and Open Offer (the
"Original Prospectus") by Petrofac Limited (the "Company" or
"Petrofac") and further to the Company's announcement on 1 November
to update on the pricing of the Proposed Bond Offering (as defined
in the Original Prospectus), the Company hereby announces that it
has published a supplementary prospectus giving details of the
terms of the Proposed Bond Offering (the "Supplementary
Prospectus").
The publication of the Supplementary Prospectus is a regulatory
requirement under Article 23 of the UK Prospectus Regulation and
Rule 3.4 of the Prospectus Regulation Rules and has been approved
by the Financial Conduct Authority. The Supplementary Prospectus
should be read in conjunction with the Original Prospectus.
Defined terms in this announcement shall have the meaning
ascribed to them in the Capital Raise Announcement unless otherwise
specified.
A copy of the Supplementary Prospectus will be submitted to the
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Supplementary Prospectus will also be available on the Company's
website at: https://www.petrofac.com/investors/refinancing/ subject
to certain exceptions.
Ends
For further information contact:
Petrofac Limited
+44 (0) 207 811 4900
Jonathan Yarr, Head of Investor Relations
jonathan.yarr@petrofac.com
Alison Flynn, Group Director of Communications and
Sustainability
alison.flynn@petrofac.com
The person responsible for arranging the release of this
announcement on behalf of Petrofac is Alison Broughton, Company
Secretary.
Tulchan Communications Group
+44 (0) 207 353 4200
petrofac@tulchangroup.com
Martin Robinson
petrofac@tulchangroup.com
Goldman Sachs
+44 (0) 207 774 1000
Bertie Whitehead
Chris Pilot
Tom Hartley
J.P. Morgan
+44 (0)20 7742 4000
Edmund Byers
Barry Weir
Will Holyoak
NOTES TO EDITORS
Petrofac
Petrofac is a leading international service provider to the
energy industry, with a diverse client portfolio including many of
the world's leading energy companies.
Petrofac designs, builds, manages and maintains oil, gas,
refining, petrochemicals and renewable energy infrastructure. Our
purpose is to enable our clients to meet the world's evolving
energy needs. Our four values - driven, agile, respectful and open
- are at the heart of everything we do.
Petrofac's core markets are in the Middle East and North Africa
(MENA) region and the UK North Sea, where we have built a long and
successful track record of safe, reliable and innovative execution,
underpinned by a cost effective and local delivery model with a
strong focus on in-country value. We operate in several other
significant markets, including India, South East Asia and the
United States. We have approximately 8,500 employees based across
31 offices globally.
Petrofac is quoted on the London Stock Exchange (symbol:
PFC).
For additional information, please refer to the Petrofac website
at www.petrofac.com
IMPORTANT INFORMATION
This announcement (the "Announcement") does not constitute an
offer to sell or a solicitation of an offer to purchase any
securities in any jurisdiction.
Any offer to acquire the Company's securities pursuant to the
proposed Capital Raise referred to in these materials will be made,
and any investor should make his, her or its investment, solely on
the basis of information that will be contained in the Original
Prospectus and the Supplementary Prospectus to be made generally
available in the United Kingdom in connection with such Capital
Raise. When made generally available, copies of the Original
Prospectus and the Supplementary Prospectus may be obtained at no
cost from the Company or through the website of the Company.
This Announcement and the information contained in it is not for
publication, release, transmission, distribution or forwarding, in
whole or in part, directly or indirectly, in or into the United
States, Commonwealth of Australia, its territories and possessions,
each province and territory of Canada, Japan, Switzerland and the
Republic of South Africa or any other jurisdiction in which it
would be unlawful to do so (together, the "Excluded Territories").
This Announcement is for information purposes only and does not
constitute an offer to sell or issue or the solicitation of an
offer to buy, acquire or subscribe for shares in any of the
Excluded Territories. This Announcement has not been approved by
the London Stock Exchange plc (the "London Stock Exchange"). Any
failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
The securities mentioned herein (the "Securities") have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or under the applicable
securities laws of any state or other jurisdiction of the United
States. The Securities may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, in the United States absent registration under the
Securities Act, except pursuant to an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. There
will be no public offering of the Securities in the United States.
Subject to certain limited exceptions, Application Forms have not
been, and will not be, sent to, and Open Offer Entitlements have
not been, and will not be, credited to the CREST account of, any
Qualifying Shareholder with a registered address in the United
States. None of the Securities, the Application Forms, this
announcement or any other document connected with the Capital Raise
has been or will be approved or disapproved by the U.S. Securities
and Exchange Commission, any state securities commission in the
United States, or any other U.S. regulatory authority, nor have any
of the foregoing authorities passed upon or endorsed the merits of
the offering of the Securities or the accuracy or adequacy of any
of the documents or other information related thereto. Any
representation to the contrary is a criminal offence in the United
States.
There will be no public offering of securities in the Excluded
Territories, which includes any other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to
registration, exemption from registration or qualification under
the securities laws of such jurisdiction.
This Announcement has been issued by, and is the sole
responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by J.P.
Morgan Securities plc (which conducts its UK investment banking
activities under the marketing name, J.P. Morgan Cazenove) ("J.P.
Morgan") or Goldman Sachs International ("Goldman Sachs"), or by
any of their respective affiliates or agents as to or in relation
to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available
to any interested party or its advisers, and any liability
therefore is expressly disclaimed.
J.P. Morgan and Goldman Sachs are each authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority. Each of J.P. Morgan and Goldman Sachs (together, the
"Joint Bookrunners") is acting solely for the Company and no one
else in connection with the Capital Raise or any other matter
referred to in this Announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in
relation to the Capital Raise and/or any other matter referred to
in this Announcement. Any prospective purchaser of the shares in
the Company is recommended to seek its own independent financial
advice.
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