TIDMPFC
RNS Number : 6920X
Petrofac Limited
09 May 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.
May 9, 2016
PETROFAC LIMITED TER OFFER: ANNOUNCEMENT OF FINAL PARTICIPATION
RESULTS
On April 11, 2016, Petrofac Limited (the "Issuer") announced an
offer (the "Tender 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 distributions
restrictions. The Tender Offer is 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").
Further to the Tender Offer, the Issuer hereby informs the
holders of the Notes that, as of 11:59 p.m., New York City time, on
May 6, 2016 (the "Expiration Deadline"), US$73,229,000 principal
amount of the Notes were validly tendered and not validly withdrawn
pursuant to the Tender Offer. Subject to the terms and conditions
of the Tender Offer, the Issuer confirms that it has accepted for
purchase US$73,229,000 of the Notes validly tendered. The total
amount accepted for purchase includes US$73,013,000 of the Notes
validly tendered and accepted for purchase by the Issuer at the
Early Participation Deadline and settled on April 26, 2016 (the
"Early Payment Date") and US$216,000 of the Notes validly tendered
and accepted for purchase by the Issuer at the Expiration Deadline
and expected to be settled on May 10, 2016 (the "Final Payment
Date").
The Clearing Price in respect of the Notes was determined by
reference to the relevant Bid Prices received, in accordance with
the procedure set out in the Offer to Purchase and is set out in
the table below under the heading "Clearing Price". All Notes
validly tendered with a Bid Price less than or equal to the
Clearing Price have been accepted for purchase.
Holders of the Notes who validly tendered Notes and did not
validly withdraw such Notes at or prior to 5:00 p.m., New York City
time, on April 22, 2016 (the "Early Participation Deadline") and
whose Notes were purchased by the Issuer received the Total
Consideration for the Notes, which includes the Early Participation
Amount of US$30 per US$1,000 principal amount of Notes accepted for
purchase, as well as a cash payment in an amount equal to the
accrued and unpaid interest on the Notes from (and including) the
interest payment date immediately preceding the Early Payment Date
to (but excluding) the Early Payment Date.
Holders of the Notes who validly tendered Notes after the Early
Participation Deadline but prior to the Expiration Deadline and
whose Notes are purchased by the Issuer will receive the Tender
Offer Consideration for the Notes (which does not include the Early
Participation Amount of US$30 per US$1,000 principal amount of
Notes accepted for purchase), as well as a cash payment in an
amount equal to the accrued and unpaid interest on the Notes from
(and including) the interest payment date immediately preceding the
Final Payment Date to (but excluding) the Final Payment Date.
Total aggregate
principal amount of
Total Consideration Tender Offer Notes accepted for
Title of Security CUSIP/ISIN (Clearing Price)(1) Consideration(2) purchase(3)
---------------------- ---------------------- ---------------------- ---------------------- ----------------------
US$750,000,000 3.400% G7052T AC5 (Reg S) US$980 US$950 US$73,229,000
Senior Notes due 2018 716473 AC7 (Rule
issued by the Issuer 144A) / USG7052TAC56
and irrevocably (Reg S) US716473AC70
guaranteed (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. The Total Consideration includes the Early Participation
Amount.
(2) Per US$1,000 principal amount of Notes validly tendered
after the Early Participation Deadline but prior to the Expiration
Deadline and accepted for purchase. The Tender Offer Consideration
will consist of the Total Consideration less the Early
Participation Amount.
(3) Total aggregate principal amount of Notes accepted for
purchase includes a combined total of Notes accepted for purchase
at the Early Participation Deadline and at the Expiration
Deadline.
The settlement date for the Notes tendered before the Expiration
Deadline but after the Early Participation Deadline and accepted
for purchase by the Issuer is expected to be tomorrow, the Final
Payment Date.
The Tender Offer remains subject to the terms, conditions and
restrictions set forth in the Offer to Purchase. Capitalized terms
used and not otherwise defined in this announcement have the
meanings given to them in the Offer to Purchase.
For Further Information
A complete description of the terms and conditions of the Tender
Offer is set forth 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-à-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
The company news service from the London Stock Exchange
END
TENZMGGKDLRGVZM
(END) Dow Jones Newswires
May 09, 2016 10:30 ET (14:30 GMT)
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