TIDMPMO
RNS Number : 1586C
Premier Oil PLC
17 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")
Results of Invitation for early exchange of convertible
bonds
17 January 2018
Premier is pleased to report, further to its earlier
announcement, the final results from its successful invitation to
convertible bondholders to accelerate the exchange of the
outstanding convertible bonds (the "Bonds") into ordinary shares of
the Company (the "Invitation").
87.5 per cent or US$205.79 million of the US$235.2 million
convertible bonds outstanding have been accepted for early
conversion.
The incentive amount for the exchange has been fixed at US$50
per US$1,000 of the Bonds compared to the invitation range of
US$30-60 per US$1,000. The dilution as a result of the incentive
shares represents less than 1 per cent of the enlarged share
capital of the Company.
Rationale for the Invitation
At the time of launch of the Invitation, the convertible bonds
were capable of being exchanged at any time and were trading
"in-the-money". With this Invitation, the Company has accelerated
the exchange of the Bonds into ordinary shares of the Company
("Ordinary Shares"), which has several advantages for the Company,
its shareholders and bondholders:
-- It reduces the Company's indebtedness by US$205.79 million:
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 rebalances the Company's capital structure and should
reduce hedging activity in the Company's Ordinary Shares:
accelerating the exchange of the Bonds increases the equity base of
the business whilst reducing outstanding debt and associated
hedging activity (short selling) by certain holders of the
Bonds;
-- The early exchange of the Bonds means that approximately
1,125 Ordinary Shares will be issued for each US$1,000 in principal
amount of the Bonds. This compares to approximately 1,171 Ordinary
Shares that would have been issued for each US$1,000 in principal
amount if all coupons were paid in Ordinary Shares(1) and the Bonds
were held to and exchanged at maturity;
Tony Durrant, Chief Executive, commented:
"Against a background of rising oil prices and strong corporate
performance, we believe that the accelerated conversion programme
offers the benefits of further debt reduction and increased
stability in our capital base."
1. Estimated number of Ordinary Shares to be issued for coupon payments in relation to each US$1,000 in principal
amount of the Bonds (if held to maturity) is calculated based on the Reference Price at launch of the Invitation
on 11 January 2018
Enquiries:
Premier Oil plc
Tony Durrant, Chief Executive
Richard Rose, Finance Director
Tel: 020 7730 1111
Jefferies International
Limited
Jonathan Wilcox
Jason Grossman
Tel: 020 7029 8000
Result of the Invitation
Following expiration of the Invitation at 3p.m. (London time) on
16 January 2018, the Final Offer Consideration has been fixed at
US$50 per US$1,000 in principal amount of the Bonds. The Company
has accepted for exchange US$205.79 million in aggregate principal
amount of the Bonds in accordance with the terms and conditions set
out in the Invitation Term Sheet dated 11 January 2018. In total,
231,882,091 Ordinary Shares are expected to be issued (representing
43.6 % of the issued share capital of the Company), which comprises
(i) 224,303,748 Ordinary Shares comprising the relevant holder's
entitlement under the Conditions and (ii) 7,578,343 Incentive
Shares.
Of the aggregate principal amount of US$235.2 million of Bonds
outstanding prior to the Invitation, 87.5 per cent were accepted by
the Company for exchange pursuant to the Invitation. Following
settlement of the Invitation, US$29.46 million in principal amount
of the Bonds are expected to remain outstanding.
Application has been made by the Company to the United Kingdom
Financial Conduct Authority and the London Stock Exchange for the
Ordinary Shares to be issued on exchange to be listed on the
Official List and admitted to trading on the Main Market of the
London Stock Exchange. The new Ordinary Shares to be issued will
rank pari passu with the existing Ordinary Shares. Listing and
admission of the Ordinary Shares, and delivery of the Ordinary
Shares to exchanging holders pursuant to the Invitation, is
expected to occur on 19 January 2018.
Following the issue and delivery of the Ordinary Shares pursuant
to the Invitation, the total number of Ordinary Shares and voting
rights in the Company will be 764,282,574. The Company does not
hold any Ordinary Shares in treasury. The above 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 to their interest in, the share capital of the
Company under the FCA's Disclosure Rules and Transparency Guidance
and the articles of association of the Company.
The Company wishes to confirm that the issue of Incentive Shares
will result in an adjustment to the exercise price under the terms
of the equity warrants issued by the Company. The exercise price
will be adjusted from GBP0.4275 to GBP0.4180 and this adjustment
will apply to all exercise notices received on or after 22 January
2018.
Jefferies International Limited acted as sole Dealer Manager in
relation to the Invitation.
Words and expressions used in this press release and not defined
herein shall have the same meaning as provided in the Invitation
Term Sheet.
IMPORTANT NOTICE
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
DEUTSCHE BANK AG, LONDON BRANCH (THE "AGENT") TO INFORM THEMSELVES
ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS. THIS PRESS RELEASE
DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR A SOLICITATION OF AN
OFFER TO SELL OR BUY THE BONDS OR ANY OTHER SECURITIES.
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 OR SELL
ANY BOND.
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 information is provided by RNS
The company news service from the London Stock Exchange
END
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