Offer to buy bonds in SIOFF01 and SIOFF02
Capitalized terms used herein shall have the meaning assigned to them in the bond agreement for SIOFF01 dated 28 January 2013 and the bond agreement for SIOFF02 dated 26 March 2014, unless otherwise stated herein.
Siem Industries Inc. (the "Offeror") offers the Bondholders in SIOFF01 and SIOFF02 (collectively the "Bonds") to buy Bonds (the "Offer") for an aggregate net consideration up to NOK 200 million.
Swedbank ("Swedbank or the "Receiving Agent") is acting as receiving agent for the Offer.
The Offer will open on 31 March 2017 at 09:00, Central European time, and expire at 23:59, Central European time, on 11 April 2017 (the "Offer Period").
Bondholders can tender Bonds for sale in the Offer by completing, signing and returning the attached Bondholder Tender Form to the Receiving Agent before the end of the Offer Period.
Offer to buy Bonds in SIOFF 01 and SOFF02 may be downloaded here.
Bondholder Tender Form may be downloaded here.
The Offer is conditional upon:
(i) the bondholders meeting of SIOFF01 scheduled to be held on 12 April 2017 approving all the resolutions in the summons dated 29 March 2017; and
(ii) the bondholders meeting of SIOFF02 scheduled to be held on 12 April 2017 approving all the resolutions in the summons dated 29 March 2017.
The Offer will be carried out as a reverse auction, where the Bondholders can forward tenders for sale for desired volume(s) at desired price(s) (the "Offered Price") to the Receiving Agent on a confidential basis. A Bondholder may tender all or a portion of its Bonds in the Offer. The Offeror is under no obligation to accept any Bondholder Tender Form from any Bondholder.
After expiration of the Offer Period, the Offeror will, for each of the Bonds, set a maximum acquisition price (the "Max Acquisition Price") and the total amount of each of the Bonds which will be purchased (the "Max Acquisition Amount"). All Bonds tendered at a lower Offered Price than the Max Acquisition Price for each of the Bonds will be purchased at such Offered Price. Any Bonds tendered at the Max Acquisition Price will be purchased at the Max Acquisition Price until the Max Acquisition Amount has been reached. The price(s) at which Bonds are purchased by the Purchaser on the basis of the pricing mechanism described above is referred to as the "Purchase Price".
If the aggregate amount of Bonds tendered at or below the Max Acquisition Price exceeds the Max Acquisition Amount, Bonds tendered at the Max Acquisition Price will be acquired based on timeliness of order on a first come, first serve basis. The Receiving Agent will notify each tendering Bondholder of the amount of Bonds purchased as soon as practicable following the end of the Offer Period.
The Offeror will pay accrued interest (as amended by the resolutions to be considered at the Bondholder Meetings on 12 April 2017) on the purchased Bonds in addition to the Offered Price.
Bondholders may tender Bonds for sale at any time during the Offer Period. Tenders of Bonds may be withdrawn at any point before 23:59, Central European Time, on 7 April 2017, after which any tenders of Bonds will become legally binding on the tendering Bondholder and may not be withdrawn.
Subject to the conditions to the Offer being satisfied or waived by the Offeror, the settlement of the acquisition of Bonds under the Offer is expected to take place on 20 April 2017. At the settlement, any Bonds tendered in the Offer and accepted by the Offeror will be transferred to the Offeror by the Receiving Agent (without obtaining any further instruction from the Bondholder) against simultaneous payment of the Purchase Price.
Any individual or company whose Bonds are registered in the name of brokers, banks, investment companies or other nominees, must contact such persons to submit an Bondholder Tender Form. All Bonds sold pursuant to the Offer must be transferred free of any encumbrances and any other third party rights and with all rights attached to them. Any third party with such rights over the relevant Bonds or VPS, Euroclear or Clearstream account must waive its rights in the Bonds and approve the transfer of the Bonds to the Receiving Agent. Bondholder Tender Forms may be treated as invalid if any such rights holder has not waived such right and approved the transfer.
For further information please contact:
+47 23 11 62 63
The Offer and any acceptances thereof are subject to Norwegian law, with Oslo District Court as the agreed legal venue.
The Offer is not directed to persons in any jurisdiction where the offer would be in violation of applicable laws or whose acceptance of the offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country.
The Offer is not being made directly or indirectly in, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). This includes, but is not limited to, facsimile transmission, internet delivery, email, telex and telephones. Accordingly, copies of this document and any related offering documents are not being, and must not be, mailed, emailed or otherwise distributed or sent in or into the United States and so doing may invalidate any purported acceptance.
Each Bondholder is responsible for any taxes as a consequence of its acceptance of the Offer. The Offeror assumes no responsibility for any tax liability resulting from the acceptance of the Offer.
The Receiving Agent is acting on behalf of the Offeror in connection with the Offer. The Receiving Agent will not be acting on behalf of any other party in connection therewith and will not be responsible to any other party.
In accordance with the Norwegian Securities Trading Act of 29 June 2007 no. 75, the Receiving Agent must categorize all new customers in one of three customer categories. All Bondholders that accepts the Offer and which are not existing clients of the Receiving Agent will be categorized as non-professional clients unless otherwise is communicated in writing by the Receiving Agent. For further information about the categorization the Bondholder may contact the Receiving Agent. The Receiving Agent will treat the Offer as an execution only instruction from the Bondholder and hence the Receiving Agent will not determine whether the Offer is suitable or not for the Bondholder as otherwise provided for in the Norwegian Securities Trading Act.