SBM Offshore N.V. : SBM Offshore sets terms for its fully underwritten 1 for
10 rights offering of 18,914,221 new ordinary shares at an issue price of EUR
10.07 per ordinary share
SBM Offshore N.V. ("SBM Offshore" or the "Company") announces the detailed
terms of its 10% rights offering that was authorised by its shareholders at
the Annual General Meeting of 2April 2013. The rights offering is fully
underwritten by HAL Investments B.V. ("HAL").
Highlights of the Offering
o1 for 10 rights offering of 18,914,221 new ordinary shares at an issue
price of EUR 10.07 per ordinary share
oIssue price is the EUR equivalent^ of the final issue price of US$
12.894^ paid by HAL on its private placement shares acquired on 20
oRights offering is fully underwritten by HAL
oRecord date today, 3 April 2013 at 17:40 hours CET
oExercise period from 4 April 09.00 hours CET up to and including 17 April
2013 15:00 hours CET
oING and Morgan Stanley are acting as joint global coordinators
oABN AMRO is acting as subscription, listing and paying agent
Details of the Offering
SBM Offshore announces a 1 for 10 rights offering of 18,914,221 new ordinary
shares in its capital with a nominal value of EUR0.25 each (the "Offer
Shares") at an issue price of EUR 10.07 (the "Issue Price") per Offer Share.
Subject to applicable securities laws and the terms of the Prospectus (as
defined below), existing holders of ordinary shares in the capital of SBM
Offshore with a nominal value of EUR0.25 each (the "Ordinary Shares") as at
the Record Date (as defined below) are being granted transferable subscription
rights to subscribe for the Offer Shares (the "Rights") pro rata to their
existing shareholdings on the Record Date (the "Offering"). The Rights will
entitle the holders thereof, provided they are Eligible Persons (as defined in
the Prospectus), to subscribe for the Offer Shares at the Issue Price, subject
to applicable securities laws and in accordance with the terms and subject to
the conditions set out in the prospectus relating to the Offering dated 3
April 2013 (the "Prospectus").
The Issue Price per Offer Share is the EUR equivalent of the adjusted issue
price of US$ 12.894 paid by HAL on the Ordinary Shares it acquired through a
private placement on 20 December 2012, calculated on the basis of the exchange
rate at the close of business on 28 March 2013, being EUR 10.07.
ING and Morgan Stanley are acting as joint global coordinators for the
Offering (the "Joint Global Coordinators"). ABN AMRO Bank is acting as
subscription, listing and paying agent for the Offering (the "Subscription,
Listing and Paying Agent").
Use of proceeds
The Group will use the full net proceeds of the Offering to address the
financial impact of the settlement reached with Talisman on 11 March 2013 in
respect of the Yme project.
 Calculated on the basis of a US$/EUR exchange rate as of 28 March 2013.
 Based on the private placement initial issue price of EUR 8,50 (US$ 11.31)
per share, as announced on 20 December 2012, including the additional payment
of US$ 27 million from HAL as a result of the announced settlement with
Talisman on 12 March 2013 which was paid by way of a share premium
contribution (agiostorting) on the private placement shares.
KEY FEATURES OF THE OFFERING
The following key features are subject to the more detailed terms of the
Offering that are set out in the Prospectus, which will be available as of
today. The Prospectus has been approved by the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) on 3April 2013.
No action has been or will be taken to permit, a public offer of the Rights or
the Offer Shares in any jurisdiction outside the Netherlands. The Offering is
only made in those jurisdictions in which, and only to those persons to whom,
the Offering may be lawfully made. The Rights and the Offer Shares have
furthermore not been and will not be registered under the Securities Act or
with any securities regulatory authority of any state of the United States and
may not be offered, granted, issued, sold, taken up, delivered, renounced or
transferred in or into the United States or any other jurisdiction where this
would be unlawful.
The statutory pre-emptive rights (wettelijke voorkeursrechten) of the holders
of Ordinary Shares have been excluded with respect to the Offering.
Application has been made for admission to listing and trading of the Rights
and the Offer Shares on NYSE Euronext in Amsterdam ("Euronext Amsterdam").
The record date for determining the holders of Ordinary Shares who will
receive Rights (subject to applicable securities laws) is immediately
following the close of trading in Ordinary Shares on Euronext Amsterdam at
17:40 hours CET on 3 April 2013 (the "Record Date").
Each Ordinary Share held immediately after the close of trading in Ordinary
Shares on Euronext Amsterdam on the Record Date will entitle its holder to one
(1) Right. Subject to applicable securities laws and the terms set out in the
Prospectus, each existing shareholder that is an Eligible Person will be
entitled, until the end of the Exercise Period (as defined below), to
subscribe for 1 Offer Shares for every 10 Rights held against payment of the
Issue Price for each Offer Share. No fractional Offer Shares will be issued. A
holder of Ordinary Shares on the Record Date will customarily receive details
of the total number of Rights to which that shareholder will be entitled,
subject to applicable securities laws, from the financial intermediary through
which it holds its Ordinary Shares. A shareholder should contact its financial
intermediary if it is entitled to receive Rights but has received no
information from its financial intermediary with respect to the Offering.
Eligible Persons holding Rights may, subject to applicable securities laws,
subscribe for Offer Shares by exercising their Rights from 09:00 hours CET on
4 April 2013 until 15:00 hours CET on 17 April 2013 (the "Exercise Period").
The last date and/or time before which notification of exercise instructions
may be validly given by holders of Rights may be earlier, depending on the
financial intermediary through which their Rights are held. Once an Eligible
Person has validly exercised his Rights, that exercise cannot be revoked or
modified, except as otherwise described in the Prospectus. If an Eligible
Person has not exercised his Rights by the end of the Exercise Period, they
can no longer be exercised and an Eligible Person will not be entitled to any
form of payment or indemnity for any unexercised Rights.
Trading in Rights
The Company expects trading of the Rights on Euronext Amsterdam to commence at
09:00 hours CET on 4 April 2013 and to end at 17:40 hours CET on 16 April
2013, barring unforeseen circumstances. The Rights will be traded under the
symbol "SBMOR". The transfer of Rights will take place through the book-entry
systems of Euroclear Nederland. Shareholders who are Eligible Persons and who
wish to sell all or part of their Rights and are holding their Ordinary Shares
through a financial intermediary, should instruct the financial intermediary
through which they hold their Rights in accordance with the instructions
received from it. Eligible Persons may also instruct their financial
intermediary to buy or sell Rights on their behalf. Shareholders who are
interested in trading, buying or selling Rights should be aware that they may
be restricted from buying, selling and/or exercising Rights and acquiring
Offer Shares if they are located in a jurisdiction other than the Netherlands
and therefore are not eligible to participate in the Offering, as explained in
more detail in the Prospectus. Any failure to comply with these restrictions
may constitute a violation of the securities laws of that jurisdiction.
Offer Shares not subscribed or paid for
Following the expiry of the Exercise Period, any Offer Shares that were
issuable upon the exercise of Rights, but that have not been subscribed for
during the Exercise Period and any and all Offer Shares taken up but not paid
for within three (3) trading days of 22 April 2013 (the "Remaining Offer
Shares") will be subscribed and paid for by HAL at the Issue Price in
accordance with the terms and conditions of the private placement and
underwriting agreement between the Company and HAL dated 20 December 2012 (the
"Underwriting Agreement"). As a consequence of the foregoing, there will be no
The timetable below lists certain expected key dates for the Offering:
Record Date Immediately after the close of trading on
Euronext Amsterdam at 17:40 hours CET on
3 April 2013
Ex-Rights trading in the Ordinary 09:00 hours CET on 4 April 2013
Shares commences on Euronext
Exercise Period commences 09:00 hours CET on 4 April 2013
Trading in the Rights commences on 09:00 hours CET on 4 April 2013
Trading in the Rights ceases on 17:40 hours CET on 16 April 2013
End of Exercise Period 15:00 hours CET on 17 April 2013¹
Allotment of Offer Shares Expected 22 April 2013
Issuance of, payment for and Expected 22 April 2013
delivery of, the Offer Shares
Listing of, and start of trading in, Expected 09:00 hours CET on 22 April
the Offer Shares on Euronext 2013²
1 The last date and/or time before which notification of exercise instructions
may be validly given by the holder of any Right may be earlier than the date
and/or time specified above as the end of the Exercise Period, depending on
the financial intermediary through which such Rights are held.
2 Financial intermediaries may furthermore require payment for the Offer
Shares to be provided by holders of Rights exercising such Rights, prior to 22
The Company may adjust the dates, times and periods given in the timetable and
throughout the Prospectus. If the Company should decide to adjust dates, times
or periods, it will notify Euronext Amsterdam and the AFM and issue a press
release. Any other material alterations will be published in a press release
on the Company's website and in a supplement to this Prospectus (if required).
Conditions to the Offering
HAL's obligations to participate in the Offering by exercising prior to the
end of the Exercise Period all Rights that HAL is allocated in the Offering
and to subscribe and pay for any Remaining Offer Shares pursuant to the
Underwriting Agreement are subject to the fulfilment, or discretionary waiver
by HAL, or, as applicable, by HAL and the Company collectively, of certain
conditions (for a selection of these conditions, see "Plan of Distribution -
Conditions to the Offering" in the Prospectus).
If any or all of the conditions to the Underwriting Agreement are not met in
time or not waived by HAL or, as applicable, by HAL and the Company
collectively, or if certain circumstances occur prior to payment for and
delivery of the Offer Shares, HAL's obligations to participate in the Offering
by exercising prior to the end of the Exercise Period all Rights that HAL is
allocated in the Offering and to subscribe and pay for any Remaining Offer
Shares will lapse. In this event, the Offering will be withdrawn.
Consequently, (i) both the exercised and unexercised Rights granted will lapse
without compensation to their holders, (ii) subscriptions for, and allotments
of Offer Shares that have been made will be disregarded, and (iii) any
subscription payments made and received by the Company or the Subscription,
Listing and Paying Agent will be returned without interest or compensation.
The lapsing of Rights will be without prejudice to the validity of any trades
in Rights that have been settled. Any non-settled trades in Rights that have
occurred on Euronext Amsterdam will be deemed null and void. There will be no
refund or compensation in respect of Rights purchased in the market or in any
other manner. The Joint Global Coordinators, SBM Offshore, HAL, the
Subscription, Listing and Paying Agent and Euronext Amsterdam do not accept
any responsibility or liability with respect to the withdrawal of the Offering
or the related annulment of any transactions in Rights on Euronext Amsterdam.
Further information on the Offering
For further details of the Offering, reference is made to the Prospectus in
the English language, which will be available as of today. Subject to
applicable laws, copies of the Prospectus may be obtained free of charge
through the website of SBM Offshore at www.sbmoffshore.com and through the
website of the AFM at www.afm.nl. In addition, a copy of this Prospectus may
be obtained free of charge by sending a request in writing or by e-mail to ABN
AMRO as Subscription, Listing and Paying Agent:
ABN AMRO Bank N.V.
Attn. Corporate Broking (HQ 7050)
Gustav Mahlerlaan 10
1082 PP Amsterdam
SBM Offshore N.V. is a listed holding company that is headquartered in
Schiedam. It holds direct and indirect interests in other companies that
collectively with SBM Offshore N.V. form the SBM Offshore group (the
SBM Offshore provides floating production solutions to the offshore energy
industry, over the full product life-cycle. The Company is market leading in
leased floating production systems with multiple units currently in operation,
and has unrivalled operational experience in this field. The Company's main
activities are the design, supply, installation and operation of Floating
Production, Storage and Offloading (FPSO) vessels. These are either owned and
operated by SBM Offshore and leased to its clients or supplied on a turnkey
Group companies employ over 7,400 people worldwide, who are spread over five
execution centres, eleven operational shore bases, several construction yards
and the offshore fleet of vessels. Please visit our website at
The companies in which SBM Offshore N.V. directly and indirectly owns
investments are separate entities. In this communication "SBM Offshore" is
sometimes used for convenience where references are made to SBM Offshore N.V.
and its subsidiaries in general, or where no useful purpose is served by
identifying the particular company or companies.
The Board of
Schiedam, 3 April 2013
For further information, please contact:
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
This announcement does not constitute a prospectus or an offer of securities
of any kind. Any such offer will be made, and any investor should make any
investment decision, solely on the basis of information that will be contained
in a prospectus to be made generally available in the Netherlands in
connection with such offering.
This announcement is not an offer of securities for sale in the United States.
The securities to which this announcement relates have not been and will not
be registered under the US Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold in the United States absent registration
or an exemption from, or transaction not subject to, the registration
requirements under the Securities Act. There will be no public offering of the
securities in the United States.
Some of the statements contained in this release that are not historical facts
are statements of future expectations and other forward-looking statements
based on management's current views and assumptions and involve known and
unknown risks and uncertainties that could cause actual results, performance,
or events to differ materially from those in such statements. Such
forward-looking statements are subject to various risks and uncertainties,
which may cause actual results and performance of the Company's business to
differ materially and adversely from the forward-looking statements. Certain
such forward-looking statements can be identified by the use of
forward-looking terminology such as "believes", "may", "will", "should",
"would be", "expects" or "anticipates" or similar expressions, or the negative
thereof, or other variations thereof, or comparable terminology, or by
discussions of strategy, plans, or intentions. Should one or more of these
risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described in this
release as anticipated, believed, or expected. SBM Offshore NV does not
intend, and does not assume any obligation, to update any industry information
or forward-looking statements set forth in this release to reflect subsequent
events or circumstances.
"To see the complete version of this press release, please click on the link
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: SBM Offshore N.V. via Thomson Reuters ONE
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