SEABIRD ANNOUNCES RESTRUCTURING
(Thomson Reuters ONE) -
29 January 2015, Limassol, Cyprus
SEABIRD ANNOUNCES RESTRUCTURING
SeaBird Exploration Plc ("SeaBird" or the "Company", with the ticker "SBX on the
Oslo Stock Exchange) announces that SeaBird and (i) a majority of approx 75.7%
of its bondholders, (ii) its convertible loan agreement lender, Perestroika AS,
(iii) certain of its trade creditors and (iv) its restructuring advisers have
reached agreement on the principal terms of a consensual restructuring of the
SeaBird group (the "Restructuring") that will (a) facilitate a comprehensive
restructuring of the group's balance sheet and (b) provide new funding for the
SeaBird group. As previously announced, SeaBird is in default on its existing
bonds and loans and certain other of its financial commitments and requires new
sources of funds to sustain its operations. Consequently, SeaBird has for
several months been in close dialogue with its creditors and other stakeholders
in pursuit of new funding, resulting in agreement in principle being reached
with several of the SeaBird group's stakeholders with respect to the
Restructuring.
The Restructuring comprises, among other things, the following: (i) the issue by
the Company of a new 3-year secured bond in two tranches, as further described
below ("SBX04") including the subscription by TGS-NOPEC Geophysical Company ASA
or any of if its affiliates for USD 5 million in Tranche A of SBX04 (ii) various
trade creditors claims against the SeaBird group to be converted into SBX04 or a
credit line facility, (iii) approx. USD 16.2 million of the outstanding
amount under the SeaBird Exploration Plc Senior Secured Callable Bond Issue
2011/2015 ("SBX03") to be rolled into SBX04 and the remaining approx. USD 64.7
million of SBX03 to be converted into equity at NOK 0.30 per share, (iv) approx.
USD 3 million of the Company's convertible loan with Perestroika AS (the
"Perestroika Loan") to be rolled into SBX04 and the remaining approx. USD 11.9
million of the Perestroika Loan to be converted into equity at NOK 0.30 per
share, (v) outstanding charter hire for the Munin Explorer, Geo Pacific, Hawk
Explorer and Voyager Explorer (the "Charterers") to be partially converted into
SBX04 or a credit line facility, partially converted into equity and/or
partially written down and the ongoing charter obligations to undergo certain
amendments including a reduction in total charter hire of above USD 25,000 per
day yielding an annual pre-tax cash flow improvement of above USD 9 million;
(vi) USD 700,000 of restructuring advisory fees to be rolled into SBX04 and USD
2.8 million of restructuring advisory fees to be converted into equity at NOK
0.30 per share; and (vii) a minimum of USD 8.5 million in new equity (the "New
Equity") to be raised from certain investors, at NOK 0.10 per share, (which
includes a subscription by SBX03 holders of all monies standing to the credit of
an interest service account pledged in favour of SBX03), and where each new
share thus subscribed will entitle the subscriber to a three year warrant to
subscribe for another share at a subscription price of NOK 0.10 per share.
The Restructuring is subject to a number of conditions, (the "Conditions"), one
of which is that a minimum of USD 8.5 million in New Equity must be raised. The
Company has received commitments for subscriptions from stakeholders for approx
USD 6.5 million of this amount at NOK 0.10 per share, with the remaining approx
USD 2 million being guaranteed by a guarantee consortium, with a 2.5% guarantee
commission. Of said amounts, Perestroika AS will subscribe for USD 2.5 million,
and guarantee USD 1 million. In order to, amongst other things, eliminate the
need for use of the guarantee, the Company intends to seek further subscriptions
for New Equity (with warrants as described above) for a period from 29 January
2015 to 2 February 2015 at 16:30 CET.
The new SBX04 bond will be 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., to be 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, which is expected in Q1 2015, 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 new SBX04 bond will be listed on the Oslo Stock Exchange.
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 0.1 for New Equity and 500 times NOK 0.3 for shares issued through
conversion of debt).
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, 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.
Attached to this announcement is an investor presentation used for the purpose
of the Restructuring.
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
Investor Presentation:
http://hugin.info/136336/R/1890399/669304.PDF
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: SeaBird Exploration Plc via GlobeNewswire
[HUG#1890399]
Unternehmensinformation / Kurzprofil:
Datum: 29.01.2015 - 13:45 Uhr
Sprache: Deutsch
News-ID 367872
Anzahl Zeichen: 9790
contact information:
Town:
Oslo
Kategorie:
Business News
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