PGS ASA: Contemplated Private Placement to Complete Refinancing
PGS ASA – CONTEMPLATED PRIVATE PLACEMENT TO COMPLETE REFINANCINGNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.PGS ASA (“PGS” or the “Company”) is pleased to announce that it has received commitments for a four-year term loan B (“TLB”) in a minimum principal amount of USD 489 million and an extension of USD 215 million of its revolving credit facility (“RCF”) by three years from its current expiry date in September 2020. As part of the full refinancing of the Company’s debt maturing in the next 18 months, the Company contemplates a Private Placement (as defined below) for gross proceeds of up to NOK 850 million (approximately USD 95 million).The RefinancingThe refinancing (the “Refinancing”) will address upcoming maturities by:Extension of at least approximately 90% (USD 339 million) of the existing USD 377 million TLB from the current maturity in March 2021 to March 2024USD 150 million of incremental TLB with same maturity and terms as the extended TLBExtension of USD 215 million of the RCF to September 2023Approximately USD 95 million of new equityThe proceeds from the USD 150 million incremental TLB and the new equity will be used to redeem the USD 212 million Senior Unsecured Notes (“SUN”) due December 2020, pay transaction fees and expenses and will otherwise be used for general corporate purposes.The Company has received TLB and RCF commitments of USD 489 million and USD 215 million respectively, subject to completion of an equity raise of at least USD 75 million and other customary closing conditions. The Refinancing is expected to be completed concurrently with the closing of the Private Placement.The terms and conditions of the TLB and RCF are summarized in a company presentation made available on the Company’s website www.pgs.com. The TLB has a floating interest at Libor + a basic margin grid of 600-700 basis points depending on the Company’s leverage ratio, which corresponds to an interest rate of 7.60-8.60% if current 4-year Swap interest rate is applied.Update on Fourth Quarter and Full Year 2019 Financial NumbersThe Company’s fourth quarter and preliminary full year 2019 financial statements are scheduled to be approved by the Board of Directors of PGS (the “Board”) on 29 January 2020, and released to the market on 30 January 2020. Due to the proximity of the Private Placement to the scheduled release of the financial statements the Company provides the below draft of the key financial numbers table to be included in the financial statements.The Company provides this information based on the current status of completing its fourth quarter and full year 2019 financial statements. The Company has not completed all its financial reporting and related consolidation, review and control procedures. The estimates provided in this release are therefore subject to change and the fourth quarter and preliminary full year 2019 financial statements finally approved and released by the Company may deviate from the information herein.The information provided below includes certain alternative performance measures (“APMs”). These APMs are consistent with those used in the Company’s annual and quarterly financial statements and reference is made to the Company’s third quarter 2019 financial statements for a definition of the APMs.Net financial items in the fourth quarter includes a share of loss from associated companies of USD 6.4 million.The net cash provided by operating activities for the fourth quarter 2019 reflects a revenue profile related increase of accounts receivable and accrued revenues by USD 124.3 million, which will benefit first part of 2020.The order book totaled USD 322 million at December 31, 2019 compared to USD 163 million at December 31, 2018.The Private PlacementAs part of the Refinancing, the Company is contemplating a private placement (the “Private Placement“) of new ordinary shares (the “New Shares”) for gross proceeds of up to NOK 850 million (approximately USD 95 million based on a currency exchange rate of USD/NOK 8.9477). The net proceeds from the Private Placement, together with the proceeds of the incremental TLB, will be used to repay existing debt, and will otherwise be used for general corporate purposes.The Private Placement is directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. PGS has retained Nordea Bank Abp, filial i Norge, J.P. Morgan Securities PLC, Pareto Securities AS, ABN Amro Bank N.V., Barclays Bank PLC and DNB Markets, a part of DNB Bank ASA as Joint Bookrunners in the Private Placement (collectively, the “Managers“).The subscription price for the New Shares (the “Subscription Price”) will be determined by the Board based on an accelerated bookbuilding process. The application period for the Private Placement will commence today, 21 January 2020 at 16:30 hours CET and is expected to close on 22 January 2020 at 08:00 hours CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion resolve to close or to extend the application period or to cancel the Private Placement in its entirety without further notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that PGS may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available.Allocation of the New Shares will be determined after the expiry of the book-building process by the Board’s sole discretion, where the Board will focus primarily on existing shareholding in the Company, but also take into account other criteria such as (but not limited to) timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. The New Shares will be allocated by the Board on a conditional basis subject to, inter alia, the Company’s shareholders resolving to issue the New Shares at the EGM (as defined below). No guarantee can be given that such resolution will be passed.Completion of the Private Placement by delivery of New Shares to investors is conditional upon, inter alia, (i) the Company raising a minimum of the NOK equivalent of USD 75 million, (ii) the corporate resolutions of the Company required to implement the Private Placement, including the approval by the Company’s Board and an extraordinary general meeting in the Company (the “EGM”) to be called for shortly after the conditional allocation in the Private Placement to issue the Offer Shares (the “Conditions”). The EGM will be called for shortly after the conditional allocation in the Private Placement and is contemplated held on 13 February 2020. Investors being allocated shares in the Private Placement and who hold shares in the Company as of the date of the EGM undertake to vote in favour of the Private Placement and any Subsequent Offering (as defined below) at the EGM. The Private Placement will be cancelled if the mentioned Conditions are not fulfilled or waived.The Company will announce the result of the Private Placement, the number of shares allocated in the Private Placement and the Subscription Price in the Private Placement through an announcement expected to be published before opening of trading on Oslo Børs, tomorrow, 22 January 2020.Settlement for the Private Placement is expected to occur on a delivery versus payment basis. The shares delivered to the subscribers are thus expected to be tradable upon delivery. The settlement date is expected to be shortly after the EGM.Subject to the pricing of the Private Placement, the Company has agreed to a lock-up period, commencing on the date hereof and continuing until 90 days after closing of the Private Placement, for issuance of, among other things, equity securities, subject to customary exemptions (including the subsequent offering referred to herein.The contemplated Private Placement involves the setting aside of the shareholders’ preferential rights to subscribe for the New Shares. The Board is of the opinion that the Private Placement structure will be required to secure the minimum equity raise condition to the completion of Refinancing, reduce execution and completion risk, allow for the Company to raise capital more quickly, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Furthermore, the Board has put much emphasis on allocation criteria for existing shareholdings in the Company.The Subsequent OfferingSubject to inter alia (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of PGS’ shares being higher than the Subscription Price, and (iv) approval of a prospectus by the Norwegian Financial Supervisory Authority (the “Prospectus”), PGS will consider to carry out a subsequent offering (the “Subsequent Offering”) of new shares in the Company. A Subsequent Offering will be, if made, and on the basis of the Prospectus, be directed towards eligible shareholders in PGS who (i) are shareholders in the Company as of the day of the expiry of the bookbuilding period for the Private Placement, as registered as shareholders in PGS’ register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of 23 January 2020, (ii) are not allocated New Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable allocation rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus, expected in H1 2020, and the subscription price in the Subsequent Offering will be the same as in the Private Placement. PGS will issue a separate stock exchange notice with further details on the Subsequent Offering if and when finally resolved.Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the Private Placement. Advokatfirmaet Thommessen AS act as legal advisor to the Managers in connection with the Private Placement.Contacts:Bård Stenberg, SVP IR & Corporate CommunicationMobile: +47 99 24 52 35***
IMPORTANT NOTICEThis announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of PGS. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.