Proposed amendments to bond issues – rights issue of shares
Siem Offshore Inc (Siem Offshore) announced today that it intends to convene bondholders meetings in its bond issues FRN Siem Offshore Inc. Senior Unsecured Bond Issue 2013/2018 and FRN Siem Offshore Inc. Senior Unsecured Bond Issue 2014/2019 to consider proposals for certain amendment to the terms of the bond issues. The amendments have been discussed and agreed with an ad hoc committee of bondholders.
The key proposals for amendments are expected to be as follows:
The maturity of the bonds to be extended by 2.75 years from original maturity date.
Interest on the bonds to be reduced by 0.75% p.a. until the respective original maturity dates of each bond issue. After this, the applicable margin will be the blended (arithmetic average) margin under these two bond issues less 0,75% p.a. Siem Offshore will be entitled to settle interest by way of issuance of additional bonds (payment-in-kind), but the margin on interest payments settled in this manner will increase by 0.75%.
A USD tranche will be established under the bond issues. Each bondholder will get a one-time offer to convert his bonds into bonds in the new USD tranche subject to a minimum take-up of USD bonds of USD 20 million.
Siem Offshore has agreed to certain restrictions on new debt and new encumbrances outside the ordinary course of business, as well as a restriction on dividend payments.
The value adjusted equity ratio covenant will be reduced from 30% to 20%.
Siem Offshore will be granted a call option at par.
Summons for bondholders meetings are expected to be sent out shortly.
In connection with and subject to certain other conditions in relation to the proposed amendments Siem Offshore intends to carry out a rights issue of shares with gross proceeds of NOK 190,000,000. The subscription price will be NOK 1.90 per share. Existing shareholders will be allotted tradable and preferential subscription rights in proportion to their shareholding in Siem Offshore. Oversubscription will be permitted. More detailed information will be disclosed when available.
The rights issue is subject to approval of the proposed amendments to the bond issues in the respective bondholders’ meetings.
The largest shareholder of Siem Offshore, Siem Europe S.a r.l., has indicated willingness to fully underwrite the share issue at a guarantee commission of 1%. The underwriting is subject to the approval of the board of directors of Siem Industries Inc., which is the parent company of Siem Europe S.a r.l.
For further information:
Chairman, Eystein Eriksrud tel.: + 47 93449155,
CFO, Dagfinn B Lie, Tel.: +47 90199051
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, Japan or Hong Kong. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the Securities Act).
The Securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States. The issue, exercise or sale of subscription rights (Rights) and the subscription or purchase of Siem Offshore shares or Rights are subject to specific legal or regulatory restrictions in certain jurisdictions. Siem Offshore assumes no responsibility in the event there is a violation by any person of such restrictions.
This announcement is an advertisement. It is not a prospectus, disclosure document or offering document and does not purport to be complete. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue. Investors should not subscribe for, purchase, otherwise acquire, sell or otherwise dispose of nil paid rights, fully paid rights and/or ordinary Shares except on the basis of information in the prospectus to be published by the company in due course in connection with the Rights Issue which will contain further information relating to the company as well as a summary of the risk factors to which any investment is subject (the Prospectus). This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire any securities offered by any person in any jurisdiction in which such an offer or solicitation is unlawful.
The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This document and any materials distributed in connection with this document may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect Siem Offshores current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.