SMDR Salamander

 

TIDMSMDR 
 
RNS Number : 7630I 
Salamander Energy PLC 
18 March 2010 
 

Not for release in the United States, Canada or Japan 
18 March 2010 
                              Salamander Energy plc 
                           (the "Company" or "Group") 
                    Launch of US$85 million convertible bond 
Salamander Energy plc announces that it intends to make an offering (the 
"Offering") of approximately US$85 million of senior, unsecured convertible 
bonds due 2015 (the "Bonds"). The aggregate principal amount of the issue is 
US$85 million (which may be increased to US$100 million in the event the 
increase option is exercised in full). 
 
The Bonds will be convertible into ordinary shares of the Company (the "Shares") 
and are expected to have a semi-annual coupon in the range of 4.75% - 5.75% per 
annum and a conversion price set at a premium in the range of 32.5% - 37.5% 
above the volume weighted average price of the Shares on the London Stock 
Exchange between launch and pricing. The Bonds will be issued at 100% of their 
principal amount and, unless previously redeemed, converted or cancelled, will 
mature on the fifth anniversary of the issue in 2015.  The Company will have the 
option to call the Bonds after the first three years, if the price of the Shares 
exceeds 130% of the then prevailing conversion price over a specified period. 
The final terms of the Bonds are expected to be announced today. 
 
The net proceeds of the Offering will be used to allow the Group to react 
promptly to opportunities to broaden and diversify its Asian portfolio. As a 
first step, the Group today announced one such transaction that involved 
agreement to acquire a 50% interest in and operatorship of Block 101-100/04, 
Offshore Northern Vietnam. 
 
Under the terms of the Offering, there will be a 90-day lock-up period on 
issuances or sales of shares or equity-linked securities by the Company, subject 
to certain customary exceptions. 
 
Settlement and delivery of the Bonds is expected to take place no later than 30 
March 2010. 
 
Application will be made to list the Bonds on the Official List of the United 
Kingdom Listing Authority and to admit the Bonds to trading on the London Stock 
Exchange's Professional Securities Market. The Company's Shares are listed on 
the London Stock Exchange. 
 
The Bonds will be placed through an accelerated bookbuilt placement with 
institutional investors (outside the United States) conducted by Goldman Sachs 
International, acting as sole Bookrunner in connection with the Offering. EQL 
Capital and Oriel Securities are acting as Joint Lead Managers. 
 
For further information, please contact: 
 
 
+-------------------------------------------+-------------------+ 
| Salamander Energy plc                     |  020 960 1580     | 
+-------------------------------------------+-------------------+ 
| James Menzies, Chief Executive Officer    |                   | 
+-------------------------------------------+-------------------+ 
| Nick Cooper, Chief Financial Officer      |                   | 
+-------------------------------------------+-------------------+ 
| Geoff Callow, Head of Corporate Affairs   |                   | 
+-------------------------------------------+-------------------+ 
 
 
 
+-------------------------------------------+-------------------+ 
| Brunswick Group LLP                       | 020 7404 5959     | 
+-------------------------------------------+-------------------+ 
| Patrick Handley                           |                   | 
+-------------------------------------------+-------------------+ 
| Fiona Mulcahy                             |                   | 
+-------------------------------------------+-------------------+ 
 
 
Stabilisation/FSA. In connection with the issue of the Bonds, Goldman Sachs 
International acting as Stabilising Manager or any person acting on behalf of 
Goldman Sachs International may over-allot Bonds or effect transactions with a 
view to supporting the market price of the Bonds at a level higher than that 
which might otherwise prevail. However, there is no assurance that Goldman Sachs 
International or any person acting on behalf of Goldman Sachs International will 
undertake stabilisation action. Any stabilisation action may begin on or after 
the date on which adequate public disclosure of the final terms of the offer of 
the Bonds is made and, if begun, may be ended at any time, but it must end no 
later than the earlier of 30 days after the issue date of the bonds and 60 days 
after the date of the allotment of the bonds. Any stabilisation action or 
over-allotment must be conducted by Goldman Sachs International or any person 
acting on behalf of Goldman Sachs International in accordance with all 
applicable laws and rules. 
 
This announcement is for general information only and does not form part of any 
offer to sell, or the solicitation of any offer to buy, securities. The 
distribution of this announcement and the offer and sale of the securities 
described in this announcement in certain jurisdictions may be restricted by 
law. Any persons reading this announcement should inform themselves of and 
observe any such restrictions. 
 
this announcement is not an offer of securities in the united states or any 
other jurisdiction. the bonds (and the Company's shares) may not be offered or 
sold in the united states absent registration or an exemption from registration 
under the US Securities Act of 1933, as amended (the "Securities Act") AND ANY 
APPLICABLE STATE SECURITIES LAWS. THE COMPANY does not intend to register any 
portion of the planned offer in the united states or to conduct an offering of 
securities in the united states. the offering is being conducted outside the 
united states (OR ANY STATE THEREOF) in accordance with regulation s under the 
securities act. 
 
This announcement is an advertisement and not a prospectus within the meaning of 
Directive 2003/71/EC of the European Parliament and the Council of 4 November 
2003 (as implemented in each member State of the European Economic Area, the 
"Prospectus Directive"). 
 
in member states of the european economic area, the bonds are being offered only 
to qualified investors within the meaning of the prospectus directive, in 
accordance with the respective regulations of each member state in which the 
bonds are offered. 
 
This announcement is directed only at the following persons in the United 
Kingdom: (i) persons who have professional experience in matters relating to 
investments falling within Article 19(5) of the Financial Services and Markets 
Act 2000 (Financial Promotion) Order 2005, (ii) persons who are "high net worth 
entities" and other persons to whom this ANNOUNCEMENT may be legally distributed 
within the meaning of Article 49(2) (a) to (d) of the Financial Services and 
Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together 
being referred to as "Qualified Persons" in the united kingdom, the BONDS are 
intended only for Qualified Persons and no invitation, offer or agreements to 
subscribe, purchase or otherwise acquire the bonds may be proposed or concluded 
other than with Qualified Persons and Any person other than a Qualified Person 
may not act or rely on this announcement or any of its contents. 
 
Any purchase of or application for BONDS of the COMPANY pursuant to the Offering 
should only be made on the basis of the information contained in the final 
PROSPECTUS to be issued by the COMPANY in due course in connection with the 
Offering. 
 
THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF 
SALAMANDER ENERGY PLC. GOLDMAN SACHS INTERNATIONAL, WHICH IS AUTHORISED AND 
REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL SERVICES AUTHORITY, IS ACTING 
FOR THE COMPANY AND FOR NO-ONE ELSE IN RELATION TO THE OFFERING AND WILL NOT BE 
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO EACH 
OF ITS RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN CONNECTION WITH THE 
OFFERING. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE 
AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE 
ACCEPTED BY GOLDMAN SACHS INTERNATIONAL OR BY ANY OF ITS AFFILIATES OR AGENTS AS 
TO OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY 
OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY 
INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY 
DISCLAIMED. 
 
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE PLACING OF THE BONDS AS SET OUT IN 
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION 
HAS BEEN TAKEN BY THE COMPANY OR GOLDMAN SACHS INTERNATIONAL THAT WOULD PERMIT 
AN OFFERING OF SUCH SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS 
ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO SUCH 
SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. 
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE 
COMPANY AND GOLDMAN SACHS INTERNATIONAL TO INFORM THEMSELVES ABOUT, AND TO 
OBSERVE, SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY 
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCJRMMTMBBBTJM 
 

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