Prosafe SE : Prosafe SE: Contemplated private placement of new shares
Prosafe SE is contemplating carrying out a private placement of up to
13,000,000 new shares.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, 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.
Prosafe SE ("Prosafe" or the "Company") is contemplating carrying out a
private placement of up to 13,000,000 new shares, representing up to
approximately 5.7 per cent of the Company's current issued share capital (the
The proceeds from the Private Placement will be used to fund value enhancing
growth investments. The prospects and fundamentals of the accommodation market
remain attractive. The long-term demand for accommodation vessels is being
supported by high exploration and production activity, oil companies'
continued strong focus on increased oil recovery from existing fields and
recent new discoveries leading to hook-up and commissioning projects.
In sum Prosafe experiences increasing activity and attractive fundamentals in
all markets. Prosafe has over the past 15 months ordered two new harsh
environment semi-submersible accommodation vessels to meet increased demand.
These vessels are funded through a combination of a committed bank debt,
corporate bonds and retained earnings. On the back of the strong and
attractive market fundamentals, the Company will continue to evaluate value
enhancing growth and will position themselves to provide new top quality
accommodation vessels to the Company's clients.
Prosafe has retained ABG Sundal Collier Norge ASA and SEB as Joint Lead
Managers and Joint Bookrunners for the Private Placement, which will be
directed towards Norwegian and international institutional investors (in such
jurisdictions and as permitted or catered for by exemption rules under
applicable securities laws) after close of trading on the Oslo Stock Exchange
today. The Private Placement will be structured as an undocumented accelerated
The shares in the Private Placement will be issued by the board of directors
of Prosafe, pursuant to an authorisation granted at the Company's annual
general meeting on 23 May 2012.
The subscription price will be determined through the book-building process.
The book-building period will commence on 14 March 2013 at 16:30 hours (CET)
and close at 08:00 hours (CET) on 15 March 2013. The Company may, however, at
any time close or extend the book-building period at its discretion. The
minimum order amount in the Private Placement has been set to the number of
new shares that equals an aggregate subscription price of at least the NOK
equivalent of EUR 100,000.
Subject to completion, payment and delivery of allocated new shares to the
investors is expected to be on or about 20 March 2013. The new shares will be
tradable on the Oslo Stock Exchange as soon as the new shares have been
registered in VPS, which is expected to take place on or about 18 March 2013.
Prosafe today holds 6,963,731 own shares that were acquired in 2008. A
proposal to cancel these shares will be made at the 2013 annual general
Prosafe is the world's leading owner and operator of semi-submersible
accommodation vessels. Operating profit reached USD 222.4 million in 2012 and
net profit was USD 177.5 million. The Company operates globally, employs 550
people and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo
Stock Exchange with ticker code PRS. For more information, please refer to
Larnaca, 14 March 2013
Georgina Georgiou, General Manager
For further information, please contact:
Media, analysts and investors
Karl Ronny Klungtvedt, Chief Executive Officer
Prosafe Management AS
Phone: +47908 81657
Sven Børre Larsen, Chief Financial Officer
Prosafe Management AS
Phone: +47 909 43673
Analysts and investors
Cecilie Helland Ouff, Finance and IR Manager
Phone: +47 51 64 25 20 / +47 991 09 467
This press release is for information purposes only and shall not constitute
or be construed as an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for any securities,
nor shall there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. Copies of
this announcement are not being made and may not be distributed or sent into
the Australia, Canada, Hong Kong, Japan, the United States or any other
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The shares referred to herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any state securities laws, and will be sold within the United States
only to qualified institutional buyers ("QIB"), as defined in Rule 144A under
the U.S. Securities Act ("Rule 144A"), through affiliates of the managers, in
reliance upon the exemption from the registration requirements provided by
section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S.
persons in offshore transactions in reliance on Regulation S under the U.S.
Securities Act. The shares to be offered will be subject to certain
restrictions on transfer.
Certain statements contained herein that are not statements of historical
fact, may constitute forward-looking statements. Forward -looking statements
involve known and unknown risks, uncertainties and other factors that could
cause the actual results or events concerning the Company to be materially
different from the historical results or from any future results expressed or
implied by such forward-looking statements. None of the Company, the managers
or any of their affiliates or advisors provide any assurance that the
assumptions underlying such forward-looking statements are free from errors
nor do any of them accept any responsibility for the future accuracy of the
opinions expressed in this press release or the actual occurrence of the
forecasted developments. Except as may be required by applicable law or stock
exchange regulation, neither the Company nor the managers, or any of their
affiliates or advisors, assume any obligation to update any forward-looking
statements or to confirm these forward-looking statements to actual results.
This information is subject of the disclosure requirements set out in Section
5-12 of the Norwegian Securities Trading Act.
This announcement is distributed by Thomson Reuters on behalf of Thomson
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
information contained therein.
Source: Prosafe SE via Thomson Reuters ONE
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