Petrofac Limited ( PFC) Petrofac Limited: Completion of
Bookbuild for Firm Placing and Placing 26-Oct-2021 / 15:48 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
26 October 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 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 PROSPECTUS.
Completion of Bookbuild for Firm Placing and Placing
Further to the announcement earlier today relating to the
proposed Firm Placing, Placing and Open Offer (the "
Announcement"), Petrofac Limited (the "Company" or "Petrofac") is
pleased to announce the completion of the Bookbuild for the Firm
Placing and Placing.
Defined terms in this announcement shall have the meaning given
to them in the Announcement unless otherwise specified.
Pursuant to the Firm Placing and Placing and Open Offer, a total
of 173,597,412 New Shares will be issued at the Offer Price of 115
pence per New Share (subject to the conditions noted below),
raising gross proceeds of GBP199.6 million (USUSD275.0
million).
The New Shares will rank pari passu in all respects with the
ordinary shares currently in issue.
Result of the Firm Placing and the Placing
87,119,226 New Shares have been placed under the Firm Placing
("Firm Placing Shares"). 86,478,186 New Shares have been placed
under the Placing ("Placing Shares"), subject to clawback to
satisfy valid applications by Qualifying Shareholders under the
terms of the Open Offer. The Firm Placing Shares are not subject to
clawback and are not part of the Placing and Open Offer.
Open Offer
The Open Offer will open on 28 October 2021 with Qualifying
Shareholders having an Open Offer entitlement of one Open Offer
Shares for every four existing ordinary shares registered in the
name of the relevant Qualifying Shareholder on the Record Date (and
so in proportion to any other existing ordinary shares then held)
on the terms and subject to the conditions set out in the
Prospectus (and in the case of Qualifying Non-CREST Shareholders,
the Application Form will be despatched to shareholders). The Open
Offer is expected to close at 11.00 a.m. on 11 November 2021.
Further details on the Open Offer will be included in the
Prospectus.
General Meeting
The Capital Raise is conditional upon, amongst other things,
shareholder approval of certain resolutions at the General Meeting
of the Company which is expected to take place at the offices of
Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom
at 10.00 a.m. on 12 November 2021; and on the Sponsor and Placing
Agreement becoming, or being declared, unconditional in all
respects.
The General Meeting has been arranged on the assumption that the
General Meeting will be able to be held as an open, physical
meeting in line with the UK Government's Covid-19 regulations. If
the position changes, the Company will communicate any updates on
its website at www.petrofac.com and, where appropriate, through an
announcement to the market, before the
General Meeting.
Ayman Asfari and family are a substantial shareholder for the
purposes of Chapter 11 of the Listing Rules and Mr Asfari is a
director of the Company. Mr Asfari and family are therefore
considered to be a related party for the purposes of Chapter 11 of
the Listing Rules. Mr Asfari and family have irrevocably committed
to subscribe for New Shares in the Capital Raise with an aggregate
value of approximately USUSD38 million.
This commitment constitutes a related party transaction under
Listing Rule 11.1.5R and is of sufficient size to require
Shareholder approval under Listing Rule 11.1.7R(3). This approval
will be sought at the General Meeting and Mr. Asfari and family
will not vote on such resolution. Any additional New Shares issued
to Mr. Asfari and family as a result of their taking up Open Offer
Entitlements are exempt from the rules regarding related party
transactions under Chapter 11 of the Listing Rules.
Schroders plc (acting on behalf of its clients) ("Schroders") is
a substantial shareholder for the purposes of Chapter 11 of the
Listing Rules. Schroders is therefore considered to be a related
party for the purposes of Chapter 11 of the Listing Rules.
Schroders has agreed to subscribe for 34,222,244 New Shares at the
Offer Price, comprising 17,174,308 New Shares pursuant to the Firm
Placing and 17,047,936 Open Offer Shares pursuant to the Placing
and Open Offer.
The participation in the Capital Raise by Schroders constitutes
a related party transaction under Listing Rule 11.1.5R and is of
sufficient size to require Shareholder approval under Listing Rule
11.1.7R(3). This approval will be sought at the General Meeting and
Schroders will not vote on such resolution. Any additional New
Shares issued to Schroders as a result of their taking up Open
Offer Entitlements are exempt from the rules regarding related
party transactions under Chapter 11 of the Listing Rules.
Prospectus
The Prospectus will, following publication, be sent to
shareholders that have elected to receive hard copies and be made
available, subject to certain exceptions, on the Company's website
at www.petrofac.com.
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
Detailed timetable
Record Date for entitlements under the Open Offer 6.00 p.m. on 25
October 2021
Announcement of the Capital Raise 7.00 a.m. on 26
October 2021
Announcement of the results of the Firm Placing and Placing
26 October 2021
Publication of Prospectus and posting of Prospectus and Application Forms
26 October 2021
Ex-entitlement date for the Open Offer 27 October 2021
as soon as
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders practicable after
8.00 a.m. on 28
October 2021
Latest recommended time and date for requesting withdrawal of Open Offer Entitlements from CREST 4.30 p.m. on 5
November 2021
Latest recommended time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 8
November 2021
Latest time and date for splitting Application Forms (to satisfy bona fide market claims) 3.00 p.m. on 9
November 2021
Latest time and date for receipt of Forms of Proxy or submission of proxy appointments
electronically 10.00 a.m. on 10
November 2021
Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as 11.00 a.m. on 11
appropriate) November 2021
General Meeting 10.00 a.m. on 12
November 2021
Announcement of the results of the General Meeting and Capital Raise
12 November 2021
Admission and commencement of dealings in respect of New Shares and CREST stock accounts credited
in respect of New Shares on the London Stock Exchange 15 November 2021
Despatch of share certificates in respect of New Shares in certificated form on or around 29
November 2021
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 Prospectus
to be made generally available in the United Kingdom in connection
with such Capital Raise. When made generally available, copies of
the 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 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: IOE
TIDM: PFC
LEI Code: 2138004624W8CKCSJ177
Sequence No.: 125258
EQS News ID: 1243764
End of Announcement EQS News Service
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