THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
April 25, 2016
PETROFAC LIMITED TENDER OFFER: ANNOUNCEMENT OF EARLY PARTICIPATION RESULTS
On April 11, 2016, Petrofac Limited (the "Issuer") announced an offer (the "Tender Offer") to holders of the notes listed in the table below (the "Notes"), to tender any such Notes (the "Tender Offer"), with the maximum aggregate principal amount of Notes the Issuer will accept in the Tender Offer being US$100,000,000 (subject to increase or decrease at the Issuer's sole and absolute discretion, the "Tender Cap"), using a modified "Dutch Auction" procedure and subject to applicable offer and distributions restrictions. The Tender Offer is made on the terms and subject to the conditions and restrictions set out in an offer to purchase dated April 11, 2016 (the "Offer to Purchase").
Further to the Tender Offer, the Issuer hereby informs the holders of the Notes that, as of 5:00 p.m., New York City time, on April 22, 2016 (the "Early Participation Deadline"), approximately US$73 million principal amount of the Notes were validly tendered and not validly withdrawn pursuant to the Tender Offer. Subject to the terms and conditions of the Tender Offer, the Issuer confirms that it has accepted for purchase approximately US$73 million of the Notes validly tendered and not validly withdrawn at or prior to the Early Participation Deadline.
The Clearing Price in respect of the Notes was determined by reference to the relevant Bid Prices received, in accordance with the procedure set out in the Offer to Purchase and is set out in the table below under the heading "Clearing Price". All Notes validly tendered with a Bid Price less than or equal to the Clearing Price have been accepted for purchase.
Holders of the Notes who validly tendered Notes and did not validly withdraw such Notes at or prior to the Early Participation Deadline and whose Notes are purchased by the Issuer will receive the Total Consideration for the Notes, which includes the Early Participation Amount of US$30 per US$1,000 principal amount of Notes accepted for purchase, as well as a cash payment in an amount equal to the accrued and unpaid interest on the Notes from (and including) the interest payment date immediately preceding the Early Payment Date to (but excluding) the Early Payment Date ("Accrued Interest").
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Total Consideration (Clearing Price)(1)
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Total aggregate principal amount of Notes accepted for purchase
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US$750,000,000 3.400% Senior Notes due 2018 issued by the Issuer and irrevocably guaranteed by the Guarantors (the
Notes") |
G7052T AC5 (Reg S) 716473 AC7 (Rule 144A) / USG7052TAC56 (Reg S) US716473AC70 (Rule 144A) |
US$980 |
US$73,013,000 |
(1) Per US$1,000 principal amount of Notes validly tendered prior to the Early Participation Deadline and accepted for purchase. The Total Consideration includes the Early Participation Amount.
The settlement date for the Notes tendered before the Early Participation Deadline and accepted for purchase by the Issuer is expected to be tomorrow, April 26, 2016 (the "Early Payment Date").
The Tender Offer remains subject to the terms, conditions and restrictions set forth in the Offer to Purchase. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Offer to Purchase.
For Further Information
A complete description of the terms and conditions of the Tender Offer is set forth in the Offer to Purchase. Further details about the transaction can be obtained from:
The Dealer Manager
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London, E14 4BB
United Kingdom
Telephone: +44 203 134 8515
United States: +1 (212) 528-7581
Collect: +1 (800) 438-3242
Attention: Liability Management Group
Email: [email protected]
The Information and Tender Agent
D.F. King & Co., Inc
48 Wall Street, 22nd Floor
New York, New York 10005
Telephone: +1 (212) 269-5550
Toll Free Number: +1 (877) 478-5039
Email: [email protected]
A copy of the Offer to Purchase is available to eligible persons upon request from the Information and Tender Agent.
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Offer to Purchase contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Issuer, the Dealer Manager or the Tender Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether holders should participate in the Tender Offer.
General
Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
In addition, each holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase under the heading "Procedures for Tendering Notes." Any tender of Notes for purchase pursuant to the Tender Offer from a holder that is unable to make these representations will not be accepted.
Each of the Issuer, the Guarantors, the Dealer Manager and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the "Relevant Persons"). The Tender Offer is only available to Relevant Persons and the transactions contemplated in the Offer to Purchase will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account (other than individuals), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. The Offer to Purchase and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Italy
None of the Tender Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "CONSOB Regulation"). The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the CONSOB Regulation.
Holders, or beneficial owners of the Notes located in Italy can tender some or all of their Notes pursuant to the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each Intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
Belgium
Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten en markten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offer, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law"), as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any individual or legal entity in Belgium other than qualified investors, as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offering of investment instruments and the admission to trading of investment instruments on regulated markets (the "Belgian Public Offer Law"), as amended or replaced from time to time. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
