SBM Offshore N.V. : Agreement on Yme project; fulfillment of rights offering condition Yme settlement 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. Banking covenants 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. Background 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 AGM. Rights Offering 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 2013. 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. Investor Relations Sebastiaan de Ronde Bresser Investor Relations Officer Telephone: (+377) 92 05 85 15 Mobile: (+33) 643 919 312 E-mail: firstname.lastname@example.org Website: www.sbmoffshore.com Media Relations Anne Guerin-Moens Group Communications Director Telephone: (+377) 92 05 30 83 Mobile: (+377) 680 863 691 E-mail: email@example.com Website: www.sbmoffshore.com To see the full version of this press release please click on the link below: SBM Offshore press release ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (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 the information contained therein. Source: SBM Offshore N.V. via Thomson Reuters ONE HUG#1684577
SBM Offshore N.V. : Agreement on Yme project; fulfillment of rights offering condition
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