TIDMPFC
RNS Number : 8399U
Petrofac Limited
11 April 2016
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED
OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE
THIS DOCUMENT.
Petrofac Limited Announces an Offer to Purchase Notes for Cash
Using a Modified "Dutch Auction" Procedure
Petrofac Limited (the "Issuer") has today commenced an offer to
holders of the notes listed in the table below (the "Notes") to
tender any such Notes (the "Tender Offer"), with the maximum
aggregate principal amount of Notes the Issuer will accept in the
Tender Offer being US$100,000,000 (subject to increase or decrease
at the Issuer's sole and absolute discretion, the "Tender Cap"),
using a modified "Dutch Auction" procedure and subject to
applicable offer and distribution restrictions.
The Tender Offer is being made on the terms and subject to the
conditions and restrictions set out in an offer to purchase dated
April 11, 2016 (the "Offer to Purchase").
Holders are advised to carefully read the Offer to Purchase for
full details of, and information on the procedures for
participating in, the Tender Offer. Capitalized terms used and not
otherwise defined in this announcement have the meanings given to
them in the Offer to Purchase.
Aggregate
Principal Early
Amount Participation Acceptable Bid Price Range
Title of Security CUSIP/ISIN Outstanding Amount(1) for Total Consideration(1)
-------------------------- --------------------------- --------------- --------------- ---------------------------
$750,000,000 3.400% G7052T AC5 (Reg S) 716473 US$750,000,000 US$30 US$940 - US$980
Senior Notes due 2018 AC7 (Rule 144A) /
issued by the Issuer and USG7052TAC56 (Reg S)
irrevocably guaranteed US716473AC70 (Rule 144A)
by the Guarantors (the
Notes")
(1) Per US$1,000 principal amount of Notes validly tendered
prior to the Early Participation Deadline and accepted for purchase
by use. The Total Consideration includes the Early Participation
Amount.
The Issuer reserves the right, in its sole and absolute
discretion, to extend, withdraw, terminate or amend the terms and
conditions of the Tender Offer, including, but not limited to,
increasing or decreasing the Tender Cap, at any time following the
announcement of the Tender Offer until the Expiration Deadline, as
described in the Offer to Purchase under the heading "The Tender
Offer- Extensions, Amendments and Termination." Details of any such
extension, amendment, withdrawal or termination will be notified to
the holders as soon as possible after such decision.
A tender of Notes may only be made by the submission of a valid
Tender Instruction (as defined below). The acceptance of Notes for
purchase pursuant to the Tender Offer is subject to the
satisfaction of certain conditions set out in the Offer to Purchase
under the heading "The Tender Offer-Conditions to the Tender
Offer."
Purpose of the Tender Offer and Source of Funds
The purpose of the Tender Offer is to reduce the interest
expense and the overall indebtedness of the Petrofac group. We
intend to pay for the Notes we purchase in the Tender Offer with
cash on hand. See "The Tender Offer-Purpose of the Tender Offer and
Source of Funds" in the Offer to Purchase.
Bid Price and modified "Dutch Auction"
The Tender Offer is being conducted, and the Clearing Price will
be determined, pursuant to a modified "Dutch Auction." This means
that if you elect to participate in the Tender Offer prior to the
Early Participation Deadline, you must specify the minimum Total
Consideration (your "Bid Price") you would be willing to receive in
exchange for each US$1,000 principal amount of Notes you choose to
tender in the Tender Offer. The Bid Price that you specify for each
US$1,000 principal amount of Notes must be in increments of
US$1.00. If any Bid Price is not submitted in a whole increment of
US$1.00, such Bid Price will be rounded down to the nearest US$1.00
increment. The Bid Price you specify must be within a range between
US$940 and US$980 per US$1,000 principal amount of Notes (the
"Acceptable Bid Price Range"). Tenders of Notes above the
Acceptable Bid Price Range will not be accepted and will not be
used for purposes of calculating the Total Consideration. Any
holders who tender Notes prior to the Early Participation Deadline
without specifying a Bid Price will be deemed to have specified
US$940 per US$1,000 principal amount of Notes and to accept the
Clearing Price determined by us in accordance with the terms of the
Tender Offer.
Any Bid Price specified by a tendering holder with respect to
Notes validly tendered after the Early Participation Deadline and
prior to the Expiration Deadline shall not be used for the purposes
of calculating the Clearing Price, and holders who so tender at or
below the Clearing Price shall be deemed to have tendered with a
Bid Price equal to the Clearing Price and shall be eligible to
receive only the Tender Offer Consideration (and will not be
eligible to receive the Early Participation Amount) pursuant to the
Tender Offer, subject to proration as described below. We will not
accept any Notes tendered with a Bid Price in excess of the
Clearing Price.
Under the modified "Dutch Auction" procedure, if we accept Notes
in the Tender Offer, we will accept Notes validly tendered in the
Tender Offer (and not withdrawn) prior to the Early Participation
Deadline in the order of the lowest to the highest Bid Prices
specified or deemed to have been specified by tendering holders,
and will select the single lowest Bid Price (the "Clearing Price")
so specified for all tenders of Notes prior to the Early
Participation Deadline that will enable us to purchase an amount of
Notes up to the Tender Cap (or, if the amount of Notes validly
tendered in the Tender Offer (and not withdrawn) at or prior to the
Early Participation Deadline is less than the Tender Cap, then all
Notes so tendered and not withdrawn) and within the Acceptable Bid
Price Range. The Clearing Price will be determined promptly
following the Early Participation Deadline. We will pay the same
price for all Notes validly tendered at or below the Clearing Price
and accepted for purchase by us in the Tender Offer, except that
the price paid for Notes validly tendered after the Early
Participation Deadline but at or prior to the Expiration Deadline
and accepted for purchase by us (if any) will be reduced by the
Early Participation Amount.
Tender Offer Period
The Tender Offer commences on April 11, 2016 and will end at
11.59 p.m., New York City time, on May 6, 2016, (the "Expiration
Deadline"), unless extended by the Issuer, in which case
notification to that effect will be given by or on behalf of the
Issuer by way of the issue of a press release to one or more
Notifying News Service(s), via RNS and by issuing a release on the
Irish Stock Exchange.
Holders wishing to participate in the Tender Offer must deliver,
or arrange to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration
Deadline.
Accrued Interest
Holders who validly tender Notes that are accepted for payment
pursuant to the Tender Offer will receive Accrued Interest. For the
avoidance of doubt, Accrued Interest in respect of the Notes that
is payable on the Early Payment Date or the Final Payment Date, as
the case may be, shall be accrued and unpaid interest from (and
including) the interest payment date scheduled for April 10, 2016
to but excluding the Early Payment Date or the Final Payment Date,
as the case may be. See the Offer to Purchase under the heading
"The Tender Offer-Acceptance of Notes for Payment; Accrual of
Interest".
Early Participation Amount
Each holder who validly tenders its Notes by 5:00 p.m., New York
City time, on April 22, 2016, unless extended, (the "Early
Participation Deadline") and whose Notes are accepted for purchase
by the Issuer, will receive an early participation amount equal to
US$30 for each US$1,000 principal amount of Notes accepted for
purchase (the "Early Participation Amount") which is included in
the Total Consideration.
Holders who validly tender their securities after the Early
Participation Deadline but prior to the Expiration Deadline will
not receive the Withdrawal Deadline (as defined below) or the Early
Participation Amount.
Tender Cap
We reserve the right, but are not obligated, to increase or
decrease the Tender Cap in our sole and absolute discretion without
extending the Early Participation Deadline. If we increase or
decrease the Tender Cap, we will promptly announce such increase or
decrease by way of the issue of a press release to one or more
Notifying News Service(s), via RNS, and by issuing a release on the
Irish Stock Exchange. If the Tender Cap is increased or decreased
and there are fewer than ten (10) Business Days from and including
the date of such announcement to the scheduled Expiration Deadline,
we will extend the Tender Offer, so that at least ten (10) Business
Days remain until the Expiration Deadline. In addition, we may
increase or decrease the Tender Cap in our sole and absolute
discretion without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights.
Notes not tendered and purchased in the Tender Offer will remain
outstanding. The terms and conditions governing the Notes,
including the covenants and other protective provisions contained
in the Notes, will remain unchanged.
Proration
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In the event that the amount of Notes validly tendered (and not
withdrawn) at or prior to the Early Participation Deadline with a
Bid Price equal to or below the Clearing Price exceeds the Tender
Cap then, subject to the terms and conditions of the Tender Offer,
we will accept for purchase, first, all such Notes validly tendered
(and not withdrawn) with a Bid Price below the Clearing Price and,
second, we will accept for payment such Notes that are validly
tendered (and not withdrawn) with a Bid Price equal to the Clearing
Price on a pro rata basis from among such tendered Notes according
to the principal amount of such tendered Notes, such that we
purchase an aggregate amount of Notes up to the Tender Cap. If at
the Early Participation Deadline the amount of Notes validly
tendered (and not withdrawn) equals or exceeds the Tender Cap, no
additional Notes tendered by holders after the Early Participation
Deadline will be accepted unless the Issuer elects, in its sole
discretion, to increase or decrease the Tender Cap to allow for the
purchase of such Notes.
In all cases where Notes are subject to proration, we will round
down to the nearest US$1,000 to avoid purchases of Notes in a
principal amount less than integral multiples of US$1,000.
Depending on the amount tendered and the proration factor applied,
if the principal amount of Notes returned to the holder as a result
of proration would result in less than the Minimum Denomination
being returned to such holder, we will purchase all of such
holder's validly tendered Notes. In no event shall the minimum
principal amount returned to any holder after the application of
the proration be less than US$2,000. Notwithstanding any proration,
Tender Instructions will only be accepted in denominations of
US$2,000 and integral multiples of US$1,000 in excess thereof. See
the Offer to Purchase under the headings "The Tender Offer - Terms
of the Tender Offer - Tender Offer; Tender Cap; Total Consideration
and Early Participation Amount; Modified Dutch Auction
Procedure".
All Notes not accepted as a result of proration and all tenders
of Notes with a Bid Price in excess of the Clearing Price will be
rejected from the Tender Offer and returned to holders at our
expense.
Withdrawal Rights
Notes tendered may be withdrawn by holders any time prior to
5:00 p.m., New York City time, on April 22, 2016, unless extended
by us (the "Withdrawal Deadline"), but not thereafter, in each
case, by delivering a written notice of withdrawal, or a facsimile
of one, with the required information (as set forth in the Offer to
Purchase under the heading "Procedures for Tendering
Notes-Withdrawal of Tenders") to the Information and Tender Agent
prior to the Withdrawal Deadline. Holders of Notes who tender their
Notes after the Withdrawal Deadline may not withdraw their tendered
Notes. We may increase or decrease the Tender Cap without extending
the Withdrawal Deadline or otherwise reinstating withdrawal rights.
Tendered Notes may only be withdrawn in authorized denominations
and Notes that remain tendered must be equal to the applicable
Minimum Denomination and in authorized denominations in excess
thereof.
Initiation of Board review
Following recent allegations in the media, the Issuer has
launched an internal investigation into such media reports alleging
a breach of the Group's Code of Conduct. We have appointed
Freshfields Bruckhaus Deringer LLP and KPMG LLP to assist us in
conducting a full investigation, the findings of which will be
reported directly to the Petrofac Limited Board. The executive
management team has not identified any evidence of wrongdoing to
date. We take any allegations of activities that may contravene our
strict anti-bribery and corruption standards very seriously. We
aspire to the highest standards of ethical behaviour and we are
determined to investigate these allegations to the fullest extent
possible.
Expected Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Tender Offer based on the dates in this
announcement. This timetable is subject to change and dates and
times may be extended or amended by the Issuer in accordance with
the terms of the Tender Offer as described in this announcement.
Accordingly, the actual timetable may differ significantly from the
timetable below.
Time and Date Event
------------------------------ --------------------------------------------------
April 11, 2016. Commencement of the Tender Offer
Tender Offer announced by way of the
issue of a press release to one or more
Notifying News Service(s), via RNS and
by issuing a release on the Irish Stock
Exchange plc (the "Irish Stock Exchange").
Offer to Purchase available from the
Dealer Manager and the Information and
Tender Agent.
5:00 p.m., New York City Early Participation Deadline and Withdrawal
time, on April 22, 2016, Deadline
unless extended. The last chance for you to tender Notes
to qualify for the payment of the Total
Consideration, which includes the Early
Participation Amount, on the Early Payment
Date, and the last chance for you to
withdraw Tender Instructions tendered,
subject to limited exceptions.
April 25, 2016. Announcement of Early Participation Results
and Clearing Price
Announcement of the Issuer's decision
as to whether to accept valid Tender
Instructions received prior to the Early
Participation Deadline as well as the
Clearing Price distributed by way of
the issue of a press release to one or
more Notifying News Service(s), via RNS
and by issuing a release on the Irish
Stock Exchange.
The Early Payment Date Early Payment Date
shall occur after the If the Issuer elects to have an Early
Early Participation Deadline Repayment Date, the date we will deposit
and is expected to be with the Clearing Systems the amount
on or about of cash necessary to pay to each holder
April 26, 2016. of Notes tendered before the Early Participation
Deadline that are accepted for purchase
by us, which is the Total Consideration
(which includes the Early Participation
Amount) plus Accrued Interest in respect
of such Notes. The Issuer has no obligation
to pay interest by reason of any delay
by the Clearing Systems in making payment
to holders of Notes that are accepted
for purchase by us.
11:59 p.m., New York Expiration Deadline
City time, on May 6, The last chance for you to tender Notes
2016, unless extended. to qualify for the payment of the Tender
Offer Consideration on the Final Payment
Date, which does not include the Early
Participation Amount.
May 9, 2016. Announcement of Result of Tender Offer
Announcement of the Issuer's decision
as to whether to accept valid tenders
of Notes tendered after the Early Participation
Deadline but before the Expiration Deadline
distributed by way of the issue of a
press release to one or more Notifying
News Service(s), via RNS and by issuing
a release on the Irish Stock Exchange.
The Issuer will not be obliged to make
an announcement if it chooses to purchase
an amount of Notes up to the Tender Cap
on the Early Payment Date.
The Final Payment Date Final Payment Date
shall occur after the The date we will deposit with the Clearing
Expiration Deadline and Systems the amount of cash necessary
is expected to be on to pay to each holder of Notes tendered
or about May 10, 2016. after the Early Participation Deadline
but before the Expiration Deadline that
are accepted for purchase by us, which
is the Tender Offer Consideration (which
does not include the Early Participation
Amount) plus Accrued Interest in respect
of such Notes. The Issuer has no obligation
to pay interest by reason of any delay
by the Clearing Systems in making payment
to holders of Notes that are accepted
for purchase by us. The Issuer will not
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be obliged to make any such deposits
if it chooses to purchase an amount of
Notes up to the Tender Cap on the Early
Payment Date.
Holders are advised to check with any Intermediary through which
they hold Notes when such Intermediary would require to receive
instructions from a holder in order for it to tender, or withdraw,
Notes on behalf of the holder before the deadlines specified in
this announcement. Please refer to any materials forwarded to you
by your Intermediary to determine how you can timely instruct such
Intermediary to take these actions. You should ask your
Intermediary if you will be charged a fee to tender your Notes
through such Intermediary. The deadlines set by any such
Intermediary and each Clearing System for the submission of Tender
Instructions will be earlier than the relevant deadlines specified
in this announcement.
For Further Information
A complete description of the terms and conditions of the Tender
Offer is set out in the Offer to Purchase. Further details about
the transaction can be obtained from:
The Dealer Manager
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London, E14 4BB
United Kingdom
Telephone: +44 203 134 8515
United States: +1 (212) 528-7581
Collect: +1 (800) 438-3242
Attention: Liability Management Group
Email: liability.management@barclays.com
The Information and Tender Agent
D.F. King & Co., Inc
48 Wall Street, 22nd Floor
New York, New York 10005
Telephone: +1 (212) 269-5550
Toll Free Number: +1 (877) 478-5039
Email: pfc@dfking.com
A copy of the Offer to Purchase is available to eligible persons
upon request from the Information and Tender Agent.
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase. No offer or invitation to acquire or exchange any
securities is being made pursuant to this announcement. This
announcement and the Offer to Purchase contain important
information, which must be read carefully before any decision is
made with respect to the Tender Offer. If any holder is in any
doubt as to the action it should take, it is recommended to seek
its own legal, tax and financial advice, including as to any tax
consequences, from its stockbroker, bank manager, lawyer,
accountant or other independent financial adviser. Any individual
or company whose Notes are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Tender Offer. None of the
Issuer, the Dealer Manager or the Tender Agent (or any person who
controls, or is a director, officer, employee or agent of such
persons, or any affiliate of such persons) makes any recommendation
as to whether holders should participate in the Tender Offer.
General
Neither this announcement, the Offer to Purchase nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Tender Offer will not be accepted from
holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Tender Offer to be made by a licensed
broker or dealer and the Dealer Manager or any of its affiliates is
such a licensed broker or dealer in any such jurisdiction, the
Tender Offer shall be deemed to be made by the Dealer Manager or
such affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
In addition, each holder participating in the Tender Offer will
be deemed to give certain representations in respect of the
jurisdictions referred to above and generally as set out in the
Offer to Purchase under the heading "Procedures for Tendering
Notes." Any tender of Notes for purchase pursuant to the Tender
Offer from a holder that is unable to make these representations
will not be accepted.
Each of the Issuer, the Guarantors, the Dealer Manager and the
Information and Tender Agent reserves the right, in its sole and
absolute discretion, to investigate, in relation to any tender of
Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a holder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such
tender or submission may be rejected.
United Kingdom
The communication of this announcement, the Offer to Purchase
and any other documents or materials relating to the Tender Offer
is not being made, and such documents and/or materials have not
been approved, by an authorized person for the purposes of section
21 of the Financial Services and Markets Act 2000. Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or persons who are within Article 43(2) of the Financial
Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (such persons
together being the "Relevant Persons"). The Tender Offer is only
available to Relevant Persons and the transactions contemplated in
the Offer to Purchase will be available only to, or engaged in only
with, Relevant Persons, and this financial promotion must not be
relied or acted upon by persons other than Relevant Persons.
France
The Tender Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement, the Offer to Purchase nor any other documents or
materials relating to the Tender Offer have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés) acting
for their own account (other than individuals), all as defined in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code Monétaire et Financier, are eligible to participate
in the Tender Offer. The Offer to Purchase and any other document
or material relating to the Tender Offer have not been and will not
be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Italy
None of the Tender Offer, this announcement, the Offer to
Purchase or any other documents or materials relating to the Tender
Offer has been or will be submitted to the clearance procedure of
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.
The Tender Offer is being carried out in the Republic of Italy
("Italy") as exempted offers pursuant to article 101-bis, paragraph
3-bis of Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis of CONSOB
Regulation No. 11971 of 14 May 1999, as amended (the "CONSOB
Regulation"). The Tender Offer is also being carried out in
compliance with article 35-bis, paragraph 7 of the CONSOB
Regulation.
Holders, or beneficial owners of the Notes located in Italy can
tender some or all of their Notes pursuant to the Tender Offer
through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each Intermediary must comply with the applicable laws and
regulations concerning information duties vis-Ã -vis its clients in
connection with the Notes or the Tender Offer.
Belgium
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the Tender Offer have been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit financiële diensten en markten)
and, accordingly, the Tender Offer may not be made in Belgium by
way of a public offer, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids (the "Belgian Takeover
Law"), as amended or replaced from time to time. Accordingly, the
Tender Offer may not be advertised and the Tender Offer will not be
extended, and neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the Tender Offer
(including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made
available, directly or indirectly, to any individual or legal
entity in Belgium other than qualified investors, as defined in
Article 10 of the Belgian Law of 16 June 2006 on the public
offering of investment instruments and the admission to trading of
investment instruments on regulated markets (the "Belgian Public
Offer Law"), as amended or replaced from time to time. Insofar as
Belgium is concerned, this announcement and the Offer to Purchase
have been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Tender Offer.
Accordingly, the information contained in this announcement and the
Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.
This information is provided by RNS
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April 11, 2016 11:08 ET (15:08 GMT)
The company news service from the London Stock Exchange
END
MSCGMGMDKMVGVZM
(END) Dow Jones Newswires
April 11, 2016 11:08 ET (15:08 GMT)
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