SeaBird Exploration Plc: SeaBird announces completion of restructuring
March 03 2015 - 2:00AM
3 March 2015, Limassol, Cyprus
SEABIRD ANNOUNCES COMPLETION OF RESTRUCTURING
Reference is made to the press release dated 29
January 2015 regarding the restructuring (the "Restructuring") of
SeaBird Exploration PLC (the "Company"). Reference is also made to
press releases dated 3 February 2015, 11 February, 18 February and
19 February 2015 regarding the convening of Extraordinary General
Meetings and a bondholders meeting to approve the Restructuring by
the Company's shareholders and the bondholders, all in order to
carry out the Restructuring as proposed.
SeaBird Exploration Plc ("SeaBird" or the
"Company", with the ticker "SBX on the Oslo Stock Exchange)
announces that the conditions for the Restructuring have now been
fulfilled. On this basis, the Company has issued 6,015,693
preference shares each with a par value US$0.1. Each preference
share carries 500 times the rights of the common shares listed on
Oslo Børs under the ticker "SBX".
The preference shares will be automatically
converted into common shares following a reduction of the Company's
authorized and issued share capital, through the reduction of the
nominal value of its shares from US$0.1 to US$0.0001 (the
"Reduction") and issue by the Registrar of Companies in Cyprus of
the relevant certificate confirming the Reduction. The Reduction is
subject to approval by an Extraordinary Shareholders Meeting
("EGM2"), scheduled for 5 March 2015, and will be completed after
notice periods required under Cypriot regulations have expired,
estimated to occur during Q2 2015. After confirmation of the
Reduction, the preference shares will be converted at an exchange
rate of 500 : 1 common shares per preference share, hence a total
of 3,007,846,500 shares will be issued to preferred shareholders
following the Reduction. Post conversion of the preference shares
the total outstanding amount of common shares in the company will
be 3,065,427,746. The Company has also issued 1,769,375 warrants,
convertible into 884,687,500 ordinary shares after the Reduction.
There will be no preference shares outstanding in the company
following the Reduction.
The Company's subsidiary SeaBird Exploration
Finance Ltd has further issued a new secured bond ("SBX04"). SBX04
is a 3-year secured bond issued in two tranches, one Tranche A of
USD 5 million carrying a 12% interest p.a. and one Tranche B of USD
24.34 million carrying an interest of 6% p.a., secured against
certain assets of the SeaBird group. Interest will be paid
quarterly. The first principal payment date will occur two years
after the date of settlement of the SBX04, at which time USD 2
million shall be payable on that interest payment date and
quarterly on each following interest payment date with a bullet
payment to be made on maturity. It is intended that the SBX04 bond
will be listed on the Oslo Stock Exchange. In addition,
Scandinavian Bunkering AS has extended a credit facility of USD
2,354,256 to the SeaBird Group, secured pari passu with the Tranche
B BSX04 bondholders. One vessel owner has extended an unsecured
loan facility of USD 2,120,253. Both these facilities have been
extended through conversion of existing claims against the SeaBird
Group.
ABG Sundal Collier Norge ASA, Fearnley Securities
AS and RS Platou 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.
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#1898910
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