Reference is made to previous announcements in respect of the proposed restructuring (the “Restructuring”) of Sevan Marine ASA (“Sevan Marine” or the “Company”). Consummation of the first parts of the Restructuring (“First Closing”) is currently scheduled to take place on November 30, 2011.
NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
The First Closing will include: (a) the sale of FPSO Sevan Piranema and FPSO Sevan Hummingbird and the associated application of proceeds from such sales to settle the “FRN Sevan Marine Senior Secured Callable Bond Issue 2007/2013”, ISIN NO 001 036696.6, Oslo Børs Trading Symbol “SEVAN 04” (the “Piranema Bond Loan”, and the bonds constituted by such bond loan, the “Piranema Bonds”) and the “12.0/13.25% Sevan Marine Senior Secured Callable Bond Issue 2010/2015”, ISIN NO 001 058295.0/001 058296.8 (the “Hummingbird Bond Loan”), respectively; (b) the directed placement towards Teekay of new shares in the Company for gross proceeds of approximately USD 25 million (the “Teekay Placement”, and the resulting new shares, the “Teekay Placement Shares”); (c) the settlement of the “14% Sevan Marine ASA Callable Senior Unsecured Bond Issue 2010/2014”, ISIN 001 059362.7 (the “Unsecured Bond Loan”) through (i) transfer of the Company’s shares in Sevan Drilling ASA or the sales proceeds from the sale of such shares, as the case may be, (ii) a conversion of a part of the Unsecured Bond Loan to new shares in the Company (the “Debt Conversion”, and the resulting new shares, the “Debt Conversion Shares”); and (iii) associated transactions, including the assumption of the Company’s obligations under the “15 per cent Sevan Marine ASA Callable Senior Secured Bond Issue 2011/12”, ISIN NO 001 062258.2 (the “Bridge Bond Loan”) by a special purpose vehicle owned by the bondholders in the Unsecured Bond Loan; and (d) the reduction of the share capital of the Company by way of a reduction of the par value of each share from NOK 0.20 to NOK 0.04 and implementation of a reverse share split in the ratio of 100:1, resulting in a par value of each share of NOK 4.00; all pursuant to, and qualified by, the terms of the Restructuring.
Following First Closing, and in accordance with the terms of the Restructuring, the Company contemplates to launch an offering of new shares in the Company for gross proceeds of up to approximately USD 25 million (the “Contemplated Offering”), pursuant to which shareholders of Sevan Marine and bondholders in the Unsecured Bond Loan, subject to applicable securities laws and the terms and conditions to be set out in a prospectus to be approved by the Norwegian Financial Supervisory Authority, will be granted non-tradable and non-transferable entitlements to allocation of new shares (the “Allocation Rights”). In the Contemplated Offering, (a) shareholders of Sevan Marine as at a record date to be determined by the Company’s Board of Directors and announced by the Company in due course (the “Record Date”) (the “Eligible Shareholders”) will be granted Allocation Rights representing rights to allocation of 75%, in the aggregate, of the new shares to be offered, and (b) bondholders in the Unsecured Bond Loan who receives new shares in the Company through the Debt Conversion (“Eligible Bondholders”) will be granted Allocation Rights representing rights to allocation of 25%, in the aggregate, of the new shares to be offered.
Set out below is an indicative timeline, subject to change, for certain events expected to occur in conjunction with First Closing. No assurance can be given that First Closing will occur on November 30, 2011. Further information in respect of the Contemplated Offering will be announced separately in due course.
Last day of trading in the Oslo Børs listed Piranema Bonds inclusive of right to receive settlement as contemplated by the terms of the Restructuring .....November 24, 2011(1)
First Closing .....November 30, 2011
Delivery of Teekay Placement Shares and the Debt Conversion Shares with the VPS .....December 1, 2011(2)
First day of trading in the Sevan Marine shares on a reverse split basis (100:1) (par value NOK 4.00 per share) .....December 1, 2011
(1) Sevan Marine will request Oslo Børs to suspend trading in the Piranema Bonds on Oslo Børs from and including 25 November 2011 in anticipation of First Closing scheduled to occur on 30 November 2011.
(2) The Teekay Placement Shares and the Debt Conversion Shares will, in anticipation of the publication of a prospectus, temporarily be registered with the VPS under an ISIN separate from the ordinary ISIN of the Company’s shares and in such period not be tradable on Oslo Børs.
Further information in respect of the sale of FPSO Sevan Voyageur (“Second Closing”) (currently expected in the third quarter of 2012), and associated Restructuring items, such as settlement of the “FRN Sevan Marine ASA Senior Secured Callable Bond Issue 2007/2012”, ISIN NO 001 039164.2, Oslo Børs Trading Symbol “SEVAN 05” (the “Voyageur Bond Loan”), as well as changes in the security arrangements pertaining to the Voyageur Bond Loan as contemplated by the terms of the Restructuring, will be announced in due course.
Sevan Marine ASA
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No offer to buy, sell or exchange any securities:
This press release is issued pursuant to the requirements of Norwegian law and the Oslo Børs and is not an offer to buy, sell or exchange any of the securities described herein. This press release may not be relied upon by any person to whom it was not intended to be provided. The press release is explicitly not an offer of securities for sale or exchange in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Sevan Marine has not registered, and the Company does not intend to register, any portion of their securities in the United States.
This press release includes statements that may constitute forward-looking statements. Such forward-looking statements are subject to a variety of known and unknown risks, uncertainties, and other factors that are difficult to predict and many of which are beyond Sevan Marine's control. All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements.