SBM Offshore N.V. : Agreement on Yme project; fulfillment of rights offering
SBM Offshore and Talisman Energy Norge AS ("Talisman"), on behalf of its joint
venture partners, have reached an agreement to terminate the Yme MOPUstor
project for a settlement contribution by SBM Offshore of US$ 470 million, as
announced in a separate joint statement issued on 12 March 2013. The
settlement includes the termination of the existing agreements, arbitration
procedures and the decommissioning of the MOPU.
SBM Offshore has already made a provision of US$ 200 million for estimated
decommissioning costs in December 2012. Consequently, the Company will charge
the difference of US$ 270 million to its first half results 2013. The Company
has paid the total settlement value of US$ 470 million to Talisman.
Rights offering resolutions to be voted on at the AGM on 2 April 2013 and
private placement price adjustment
The announced settlement with Talisman on 11 March 2013 fulfils a condition
precedent for a 10% rights offering fully underwritten by HAL Investments
("HAL") of new ordinary shares on terms as described in the press release
dated 20 December 2012 (the "Rights Offering"). At the Company's Annual
General Meeting of Shareholders ("AGM") on 2April 2013, the AGM will decide
on the relevant resolutions in connection with the Rights Offering.
The Company will furthermore receive an additional amount of US$ 27 million
from HAL as a result of the announced settlement with Talisman. HAL will pay
this additional amount by way of a share premium contribution (agiostorting)
on the 17.1 million new ordinary shares (the "Private Placement Shares") it
acquired through a private placement on 20 December 2012, resulting in an
adjusted issue price of US$ 12.894 (twelve US Dollar and eighty nine point
four cents) per Private Placement Share, calculated in accordance with the
formula as described in the press release dated 20 December 2012.
The Company confirms that all banking covenants will continue to be met
following the payment of the settlement and the subsequent adjustment to the
issue price of the Private Placement Shares and the Rights Offering.
On 20 December 2012, the Company announced it had completed a private
placement of 17.1 million new ordinary shares with HAL, at an initial issue
price of €8.50 per ordinary share, equivalent to US$ 11.31 per ordinary share.
The Company furthermore announced that subject to the Company reaching a
settlement with Talisman in respect of the Yme MOPUstor project on or before
11 March 2013:
· HAL would pay an additional amount to the Company to reflect a revised,
higher valuation for the Private Placement Shares; and
· the Company would raise additional equity at the same price by means of
the Rights Offering, subject to customary conditions and the approval of the
In the Rights Offering, the Company will offer rights to purchase new ordinary
shares to those shareholders in the Company at the date of record who are
allowed to participate in the Rights Offering under applicable securities
laws. HAL agreed to fully underwrite the Rights Offering and also to exercise
all rights granted to it in the Rights Offering.
The issue price in the Rights Offering will be equal to the € equivalent of
US$ 12.894, calculated on the basis of the US$/€ exchange rate on 28 March
The relevant resolutions in connection with the Rights Offering will be
considered at the SBM Offshore AGM on 2April 2013. HAL has agreed to vote in
favour of these resolutions.
Additional information regarding the Rights Offering will be provided
following approval by the AGM on 2 April 2013.
Sebastiaan de Ronde Bresser
Investor Relations Officer
Telephone: (+377) 92 05 85 15
Mobile: (+33) 643 919 312
Group Communications Director
Telephone: (+377) 92 05 30 83
Mobile: (+377) 680 863 691
To see the full version of this press release please click on the link below:
SBM Offshore press release
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(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.
Source: SBM Offshore N.V. via Thomson Reuters ONE
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