Amended offer to buy bonds in SIOFF01 and SIOFF02
Reference is made to the offer letter dated 31 March 2017. Based on feedback from bondholders Siem Industries Inc has decided to amend the terms of the offer. The terms and conditions of the amended offer are set out in the attached offer letter.
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.
The terms and conditions described herein replace in full the terms and conditions in the offer letter dated 31 March 2017. All tenders submitted in accordance with the previous offer letter must be reconfirmed to the Receiving Agent before expiry of the Offer Period.
On the terms and subject to the conditions set out in the attached offer letter, Siem Industries Inc. (the "Offeror") offers the Bondholders in SIOFF01 and SIOFF02 (collectively the "Bonds") to buy Bonds as follows (the "Offer"):
A. The Offeror offers to buy Bonds in SIOFF01 with an aggregate Face Value of NOK 229,000,000
B. The Offeror offers to buy Bonds in SIOFF02 with an aggregate Face Value of NOK 171,000,000
If acceptances are not received up to the amounts set out above for one of the Bond Issues, then the Offer shall be increased with an amount equal to the shortfall with respect to the other Bond Issue.
If acceptances are received for more Bonds than the Offeror is offering to buy in one or both of the Bond Issues, the number of Bonds bought from each tendering Bondholders will reduced on a pro rata basis within the respective Bond Issue. However, the Offeror reserves the right to buy Bonds under the Offer for a higher aggregate Face Value than set out above.
Swedbank ("Swedbank or the "Receiving Agent") is acting as receiving agent for the Offer.
The amended Offer will open on 11 April 2017 at 09:00, Central European time, and expire at 21:00, Central European time, on 19 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.
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.
Both of the above conditions must be satisfied in order for any part of the Offer to be binding on the Offeror.
The Offerors offers to acquire Bonds at the following prices (collectively the "Offered Price"):
(i) For SIOFF01, 72% of Face Value (the "SIOFF01 Price").
(ii) For SIOFF02, 69% of Face Value (the "SIOFF02 Price").
A Bondholder may accept the Offer for all or a portion of its Bonds.
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 accept the Offer at any time during the Offer Period. Acceptances of the Offer will be become legally binding when received by the Receiving Agent and may not be withdrawn after this.
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 24 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 Offered 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.
Amended offer to buy bonds in SIOFF01 and SIOFF02 may be downloaded here.
Bondholder Tender From - Amended Offer may be downloaded here.
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.