NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,
AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR
SALES WOULD BE PROHIBITED BY APPLICABLE LAW
Sequa Petroleum N.V. (the "Company") announces proposed secured bond
offerings to finance its plans in relation to the acquisition of a 15%
interest in Gina Krog. This acquisition agreement was announced on 19 October
2015 and the Company released updated information on Gina Krog on 14 March
2016.
The Company, through its wholly-owned subsidiary Tellus Petroleum AS, is
planning the issuance of up to USD 275 million senior secured bonds due 2019
in the Nordic bond market. These bonds will be secured by a first lien
security over the Gina Krog interest that is being acquired.
In addition, the Company is planning the issuance of up to USD 200 million
second lien secured high yield bonds due 2021. These bonds will be secured by
a second lien security over the Gina Krog interest that is being acquired, and
a first lien security over the Company's shareholding in Tellus Petroleum
Invest AS, among other things. Anoa Capital SA has been engaged as lead
manager and bookrunner for the high yield bond issue.
Sapinda companies, as strategic shareholders, have provided USD 123
million in equity funding commitments to the Company, of which approximately
USD 80 million will be utilised to complete the transaction, with the
remainder available for ongoing corporate costs.
As part of the funding process, the Company will be seeking consents from
holders of its outstanding USD 204.4 million existing Convertible Bonds due
2020 and issued by the Company in April 2015. These consents will allow the
Company and its subsidiaries to provide all security interests required for
the proposed financing structure, and to extend the maturity date of the
existing Convertible Bonds to 29 April 2022. The issuance of the Tellus
Petroleum AS senior secured bonds and the Company's secured high yield bonds
is conditional on the successful completion of such exercise. The further USD
95.6 million Convertible Bonds due 2020, previously issued and held on behalf
of the Company, have been cancelled.
About the Company
The Company is an oil and gas company registered in the Netherlands, with
its principal office in London and listed on Euronext Marché Libre. In 2014,
the Company established an operating presence in Kazakhstan, acquiring 75% of
the Aksai licence which has subsequently been drilled and is currently being
evaluated. In 2015, the Company established a presence in Norway, acquiring
Tellus Petroleum Invest AS as a 100% subsidiary. Tellus Petroleum AS, a wholly
owned subsidiary of Tellus Petroleum Invest AS, has subsequently entered into
a sale and purchase agreement with Total to purchase a 15% interest in the
Gina Krog field and with OMV to acquire approximately 0.6% of the Ivar Aasen
field.
The Company's audited financial statements for the year ended 31 December
2015 are available on the Company's website at
http://www.sequa-petroleum.com/corporate.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America (including its territories
and possessions, any state of the United States and the District of Columbia).
This announcement is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States, except pursuant to an applicable
exemption from registration. No public offering of securities is being made in
the United States. This announcement is only distributed to and aimed at (i)
persons outside the United Kingdom, (ii) professional investors as per Article
19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005/1529 (the "Order") or (iii) high net worth companies and other high
net worth persons as per Articles 48 and 49 of the Order (these persons
jointly being termed "qualified persons"). All of the securities named herein
are available only to qualified persons and any invitation, offer or agreement
to subscribe to, buy or otherwise acquire them is made only to qualified
persons. Persons who are not qualified persons should on no account act with
regard to or in confidence in this information or its contents.
This announcement is for information purposes only and does not constitute
an offer to sell, or a solicitation or an offer to buy any securities referred
to herein. In connection with this transaction, there has not been, nor will
there be, any public offering of securities. No prospectus will be prepared in
connection with the offering of the securities. The securities may not be
offered to the public in any jurisdiction in circumstances which would require
Sequa Petroleum N.V. or Tellus Petroleum AS to prepare or register any
prospectus or offering document relating to the securities in such
jurisdiction. The distribution of announcement and the offer and sale of the
securities in certain jurisdictions may be restricted by law.
For more information please visit http://www.sequa-petroleum.com or
contact:
Jacob Broekhuijsen, Chief Executive Officer +44(0)203-728-4450
info@sequa-petroleum.com
This is a disclosure announcement from PR Newswire.