Petrofac Limited ( PFC) Petrofac Limited: Results of Capital
Raise and General Meeting 12-Nov-2021 / 12:19 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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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 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 RECOMMATION 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.
12 November 2021
PETROFAC LIMITED
(the "Company")
RESULTS OF CAPITAL RAISE AND GENERAL MEETING
On 26 October 2021, Petrofac Limited (the "Company" or
"Petrofac") announced a proposed issuance of equity by way of a
Firm Placing, Placing and Open Offer (together, the "Capital
Raise") to raise gross proceeds of approximately USUSD275 million
(GBP200 million), through the issuance of, in aggregate, up to
173,597,412 ordinary shares in the capital of the Company (the "New
Shares"), comprising a Firm Placing of 87,119,226 Firm Placing
Shares and a Placing and Open Offer of 86,478,186 Open Offer
Shares, in each case at an issue price of 115 pence per New Share
(the "Issue Price").
The Open Offer Shares were conditionally placed with Conditional
Placees, subject to clawback to satisfy Open Offer Entitlements
taken up by Qualifying Shareholders, pursuant to the Placing. The
Firm Placing Shares are not subject to clawback and are not part of
the Open Offer. Concurrently with the Capital Raise, the Directors
(other than Mr Asfari) will subscribe for additional Shares, which
amount to 308,673 Shares, at the Issue Price (the "Director
Subscriptions ").
The Open Offer closed for acceptances at 11:00 a.m. on 11
November 2021. The aggregate number of Open Offer Shares for which
valid acceptances have been received from Qualifying Shareholders
under their Open Offer Entitlements or which are otherwise to be
subscribed by Mr Ayman Asfari and family, is 66,359,825 Open Offer
Shares, representing approximately 76.7% of the Open Offer
Shares.[1]
The Company hereby confirms that in accordance with the
arrangements previously announced, a General Meeting was held at
10:00am today. The Company is pleased to announce that at the
General Meeting, the Resolutions (as set out in the Notice of
General Meeting contained in the combined prospectus and circular
published by the Company on 26 October 2021 (the "Original
Prospectus")) were duly passed.
The final results of which, for each resolution put to the
meeting, were as follows:
No. Resolution In Favour / %* Against %* Withheld
Discretion
1 Subscription by Ayman Asfari and family** 129,532,052 99.28 934,977 0.72 204,244
2 Subscription by Schroders*** 136,965,583 99.46 745,492 0.54 144,418
3 Capital Raise 194,057,343 99.18 1,606,373 0.82 146,801
* percentage of votes cast excludes withheld votes.
** in accordance with the Listing Rules, Ayman Asfari and family
and their associates (as defined in the Listing Rules) were not
permitted to vote on Resolution 1 concerning this related party
transaction.
*** in accordance with the Listing Rules, Schroders and its
associates (as defined in the Listing Rules) were not permitted to
vote on Resolution 2 concerning this related party transaction.
The number of shares in issue at the date of the General Meeting
was 345,912,747 ordinary shares of USUSD0.02 each in the Company
(the "Shares") and each Share attracted one vote. Votes 'For'
included votes at the discretion of the Chairman. All valid proxy
votes (whether submitted electronically or in hard copy form) were
included in the poll taken at the meeting. The total number of
votes cast was 195,663,716 (56.56% of the share register). The full
text of each resolution is contained in the Notice of General
Meeting, which is available on the Company's website,
www.petrofac.com . [1] Mr Asfari and family irrevocably committed
to invest at least USD38 million in the Capital Raise. In total
they subscribed for 23,783,684 New Shares, comprising 11,935,755
Firm Placing Shares and 11,847,929 Open Offer Shares. The passing
of the Resolutions will enable the Company to proceed with the
Capital Raise and the Director Subscriptions. The Capital Raise
remains conditional upon:
(i) Admission occurring at or before 8:00 a.m. on 15 November
2021 (or such later time and/or date as the Company and the Joint
Bookrunners may agree in advance in writing); and
(ii) the Placing Agreement becoming unconditional in all
respects (save for the condition relating to Admission) and not
having been rescinded or terminated in accordance with its terms
prior to Admission.
Applications have been made for the admission of 173,906,085 New
Shares (including the 308,673 New Shares to be issued pursuant to
the Director Subscriptions) to the premium listing segment of the
Official List of the Financial Conduct Authority ("FCA") and to
trading on the London Stock Exchange's main market for listed
securities. It is expected that Admission will become effective and
that dealings in the New Shares will commence at 8:00 a.m. on 15
November 2021.
The interests of the Directors, and their respective closely
associated persons (within the meaning of MAR), in the share
capital of the Company on Admission (and settlement of the Director
Subscriptions) will be as follows:
Name of Director Interests in Shares immediately following the Capital Raise and the Director Subscriptions
No. %
Andrea Abt 50,331 0.010
Sara Akbar 50,331 0.010
Ayman Asfari 88,947,298 17.111
Matthias Bichsel 50,331 0.010
David Davies 71,679 0.014
Francesca di Carlo 42,907 0.008
Sami Iskander 217,391 0.042
René Médori 194,972 0.038
George Pierson 128,781 0.025
Afonso Reis e Sousa 36,813 0.007
The New Shares when issued will rank, from Admission, pari passu
in all respects with the Existing Shares and will have the right to
receive all dividends and distributions declared in respect of
issued share capital of the Company after Admission.
The total issued share capital of the Company following
Admission will be 519,818,832 Shares and the total number of voting
rights of the Company will be 519,818,832 and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
A copy of the poll results for the General Meeting will also be
available on the Company's website. In accordance with Listing Rule
9.6.2, a copy of the Resolutions will be submitted today to the
Financial Conduct Authority's national storage mechanism and will
shortly be available for inspection at
https://data.fca.org.uk/#/nsm/ nationalstoragemechanism.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the Original
Prospectus and the Supplementary Prospectus.
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, Secretary
to the Board.
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 is made, and
any investor should make his, her or its investment, solely on the
basis of information that is contained in the Original Prospectus
and the Supplementary Prospectus to be made generally available in
the United Kingdom in connection with such Capital Raise. 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.
Save for the responsibilities and liabilities, if any, which may
be imposed on each of J.P. Morgan and Goldman Sachs by FSMA or by
the regulatory regime established under FSMA, neither J.P. Morgan
nor Goldman Sachs nor any of their respective affiliates accepts
any duty, liability or responsibility whatsoever for the contents
of the information contained in this Announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by or on behalf of J.P. Morgan or
Goldman Sachs or any of their respective affiliates in connection
with the Company, the Securities or the Capital Raise to any person
who is not their client in connection with this Announcement, any
statements contained herein or otherwise. J.P. Morgan, Goldman
Sachs and each of their affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any responsibility and
liability whatsoever, whether direct or indirect, whether arising
in tort, contract, under statute or otherwise (save as referred to
above) in respect of the use of this Announcement or any statements
or other information contained in (or omitted from) this
Announcement. No representation or warranty, express or implied, in
relation to the contents of this Announcement is made or purported
to be made by J.P. Morgan, Goldman Sachs or any of their respective
affiliates as to the accuracy, completeness, sufficiency of the
information contained in this Announcement.
The distribution of this Announcement and/or the offering of the
Securities in certain jurisdictions may be restricted by law. No
action has been taken by the Company or J.P. Morgan or Goldman
Sachs or any of their respective affiliates that would permit an
offering of the Securities in any jurisdiction or result in the
possession or distribution of this Announcement or any other
offering or publicity material relating to Securities in any
jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any such action. Persons into
whose possession this Announcement comes are required by the
Company, J.P. Morgan and Goldman Sachs to inform themselves about,
and to observe, such restrictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions which
may occur in the future, are beyond the Company's control and could
cause actual results and performance to differ materially from any
expected future results or performance expressed or implied by the
forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. As a result of these risks, uncertainties and assumptions,
the recipient should not place undue reliance on these
forward-looking statements as a prediction of actual results or
otherwise.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Securities. Any investment
decision to buy Securities in the Capital Raise must be made solely
on the basis of publicly available information, which has not been
independently verified by J.P. Morgan or Goldman Sachs.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation
concerning any investor's options with respect to the Capital
Raise. Any decision to participate in the Capital Raise must be
made solely on the basis of the Original Prospectus and the
Supplementary Prospectus published by the Company. The price and
value of securities can go down as well as up. Past performance is
not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial
or tax advice. Each shareholder or prospective investor should
consult his, her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, financial, business or
tax advice. Neither the content of the Company's website nor any
website accessible by hyperlinks on the Company's website is
incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within of Chapter 3 of the FCA Handbook Production
Intervention and Product Governance Sourcebook (the "UK Product
Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK Product Governance
Requirements) may otherwise have with respect thereto, the New
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end
target market of investors who meet the criteria of retail
investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in paragraph 3
of the FCA Handbook Conduct of Business Sourcebook; and (ii)
eligible for distribution through all distribution channels (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (for the purposes of UK Product Governance
Requirements) should note that: (a) the price of the New Shares may
decline and investors could lose all or part of their investment;
(b) the New Shares offer no guaranteed income and no capital
protection; and (c) an investment in the New Shares is compatible
only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Capital Raise. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of the FCA
Handbook Conduct of Business Sourcebook; or (b) a recommendation to
any investor or group of investors to invest in, or purchase, or
take any other action whatsoever with respect to the New
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
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ISIN: GB00B0H2K534
Category Code: ROM
TIDM: PFC
LEI Code: 2138004624W8CKCSJ177
OAM Categories: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Sequence No.: 126722
EQS News ID: 1248703
End of Announcement EQS News Service
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