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SBM Offshore N.V. : SBM Offshore sets terms for its fully underwritten 1 for 10 rights offering of 18,914,221 new ordinary



 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 2 April 2013. The rights offering is fully
underwritten by HAL Investments B.V. ("HAL").

Highlights of the Offering

  o 1 for 10 rights offering of 18,914,221 new ordinary shares at an issue
    price of EUR 10.07 per ordinary share
  o Issue price is the EUR equivalent^[1] of the final issue price of US$
    12.894^[2] paid by HAL on its private placement shares acquired on 20
    December 2012
  o Rights offering is fully underwritten by HAL
  o Record date today, 3 April 2013 at 17:40 hours CET
  o Exercise period from 4 April 09.00 hours CET up to and including 17 April
    2013 15:00 hours CET
  o ING and Morgan Stanley are acting as joint global coordinators
  o ABN 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 EUR 0.25 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 EUR 0.25 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.

-------------------------

[1] Calculated on the basis of a US$/EUR exchange rate as of 28 March 2013.

[2] 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 3 April 2013.

General

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").

Record Date

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").

Rights

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.

Exercise Period

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
rump offering.

Timetable

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 
Amsterdam
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
Euronext Amsterdam
Trading  in  the  Rights  ceases  on 17:40 hours CET on 16 April 2013
Euronext Amsterdam
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
Amsterdam
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
April 2013.

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
The Netherlands
E-mail: corporate.broking@nl.abnamro.com

Corporate Profile

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
"Company").

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
sale basis.

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
www.sbmoffshore.com.

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
Management                                                                                           
Schiedam, 3 April 2013

For further information, please contact:

Investor Relations
Sebastiaan de Ronde Bresser
Investor Relations Officer

Telephone: (+377) 92 05 85 15
Mobile:    (+33) 643 919 312
E-mail:    sebastiaan.derondebresser@sbmoffshore.com 
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:    anne.guerin-moens@sbmoffshore.com 
Website:   www.sbmoffshore.com

Disclaimer

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
below".

------------------------------------------------------------------------------

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#1689725
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