SeaBird Exploration Plc: New Equity Secured
(Thomson Reuters ONE) -
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 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#1891240]
Unternehmensinformation / Kurzprofil:
Datum: 03.02.2015 - 08:30 Uhr
Sprache: Deutsch
News-ID 368653
Anzahl Zeichen: 6625
contact information:
Town:
Oslo
Kategorie:
Business News
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"SeaBird Exploration Plc: New Equity Secured"
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