SeaBird Exploration Plc: New Equity Secured
February 03 2015 - 2:30AM
3 February 2015, Limassol, Cyprus
Reference is made to the announcements on 29
January 2015 and 30 January 2015 regarding the restructuring (the
"Restructuring") of SeaBird Exploration Plc ("SeaBird" or the
"Company").
A condition for the Restructuring is that a
minimum of USD 8.5 million in new equity (the "New Equity") would
be raised, at NOK 0.10 per share.
The Company has obtained subscriptions for New
Equity for a total of approximately USD 11.6 million or 884,687,500
new shares priced at NOK 0.10 per share.
Following the Restructuring, satisfaction of the
Conditions (as defined and described below) and the issuance of New
Equity, the Company will have 3,065,427,746 shares and 884,687,500
warrants outstanding.
In order to implement the share issue being
undertaken as part of the Restructuring in the most tax efficient
and timely manner, which is also the reason the New Equity is being
raised as a private placement and not a rights issue, an
extraordinary general meeting of the Company ("EGM1") will be
convened whereby a new class of shares of the Company bearing
certain special and increased rights resulting in 500 times
shareholder rights (including voting rights and dividend rights)
compared to the ordinary shares of the Company ("New Preference
Shares") shall be issued by the Company for a limited period of
time. The shares issued as New Equity and the shares to be issued
through conversion of debt will be New Preference Shares which will
be issued at a price per New Preference Share of 500 times the
subscription price per ordinary share (i.e. 500 times NOK 0.10 for
New Equity and 500 times NOK 0.30 for shares issued through
conversion of debt). Each new ordinary share subscribed for will
entitle the subscriber to a three-year warrant with a strike price
of NOK 0.10 per share (i.e. each Preference share will entitle the
subscriber to subscribe for 500 ordinary shares).
In order to facilitate the conversion of the New
Preference Shares into ordinary shares a second separate
extraordinary general meeting ("EGM2") will be convened in which
the Company will reduce its authorized and issued share capital
through a reduction of the nominal value of its shares from USD
0.10 to USD 0.0001 and the authorized share capital of the Company
shall be simultaneously increased to a higher amount to be divided
into ordinary shares of USD 0.0001 each, such higher amount to be
specified in the notice for EGM2. The New Preference Shares shall
be convertible automatically into ordinary shares in the Company at
a rate of 1 New Preference Share to 500 ordinary shares of nominal
value USD 0.0001 each once the capital reduction is completed after
notice periods, required under Cypriot regulations have expired. It
is intended that these new ordinary
shares will be listed on the Oslo Stock Exchange following
conversion and the publication and approval of a listing prospectus
for the new equity raised.
The completion of the Restructuring is subject to
the satisfaction of a number of outstanding conditions (the
"Conditions"), some of which are outside the control of the
Company. The Conditions include, amongst other things: (i) the
Company must obtain approvals of the Restructuring from the
requisite number of shareholders at EGM1, (ii) the Company must
obtain approvals of the Restructuring by the requisite number of
holders of SBX03 at a bondholders' meeting, (iii) there must be no
enforcement action taken by any creditors for any material claim or
bankruptcy of any SeaBird group entity, (iv) a minimum of USD 8.5
million in New Equity must be raised and (v) final documentation
required to implement the Restructuring, including final
documentation on revised terms with trade creditors, must be
entered into. There are no guarantees that all conditions for the
Restructuring will be fulfilled in an appropriate and/or timely
manner.
ABG Sundal Collier Norge ASA, Fearnley Securities
AS and RS Platou Markets AS act as financial advisors to the
Company. Advokatfirmaet Schjødt AS and Montanios & Montanios
act as Norwegian and Cypriot legal counsel to the
Company, respectively.
SeaBird is a global provider of marine acquisition
for 2D/3D and 4D seismic data, and associated products and services
to the oil and gas industry. SeaBird specializes in high quality
operations within the high end of the source vessel and 2D market,
as well as in the shallow/deep water 2D/3D and 4D market. Main
focus for the company is proprietary seismic surveys (contract
seismic). Main success criteria for the company are an unrelenting
focus on Health, Safety, Security, Environment and Quality (HSSEQ),
combined with efficient collection of high quality seismic data.
All statements in this press release other than statements of
historical fact are forward-looking statements and are subject to a
number of risks, uncertainties and assumptions that are difficult
to predict, and are based upon assumptions as to future events that
may not prove accurate. These factors include SeaBird`s reliance on
a cyclical industry and the utilization of the company's vessels.
Actual results may differ substantially from those expected or
projected in the forward-looking statements.
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act.
For further queries contact:
Dag Reynolds
CEO SeaBird Exploration
Phone: +47 90883737
Nils Haugestad
CFO SeaBird Exploration
Phone: +971 4 427 1700
This
announcement is distributed by NASDAQ OMX Corporate Solutions on
behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: SeaBird Exploration Plc via Globenewswire
HUG#1891240
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