THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
IF YOU ARE IN ANY DOUBT ABOUT THE ACTION YOU SHOULD TAKE, YOU SHOULD
CONSULT IMMEDIATELY YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR
OTHER PROFESSIONAL ADVISER AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS
ACT 2000
NOTICE TO BONDHOLDERS
Sequa Petroleum N.V. (the Issuer)
U.S.$300,000,000 5 per cent. convertible bonds due 2020 (the Bonds)
ISIN: XS1220076779
1) We refer to the Bonds and to the trust deed dated 29 April 2015
between the Issuer and BNY Mellon Corporate Trustee Services Limited as
Trustee, pursuant to which the Bonds were issued (the Trust Deed).
2) Unless otherwise defined in this Notice, words and expressions defined in
the Trust Deed have the same meaning when used in this Notice.
3) In the new oil price environment, the strategy has evolved to focus on the
acquisition, optimisation and monetisation of development and producing
assets where increasing opportunities are arising. This is the case in the
contemplated acquisition where the structure is driven by the very
attractive Norwegian oil and gas tax regime. Sequa Petroleum believes that
this potential acquisition is in the interest of all stakeholders. The
amendments being proposed herein, specifically the extension of maturity
and changes to the negative pledge, permit the issuance of new debt while
offering convertible bondholders revised terms.
4) Tellus Petroleum Invest AS (the Tellus Parent) and Tellus Petroleum AS
(the Tellus Issuer) are Subsidiaries of the Issuer. Upon completion of a
transaction that is proposed to be entered into by the Tellus Issuer in
respect of certain assets relating to production licences 029B, 029C and
048 located on the Norwegian continental shelf (the Gina Krog Acquisition),
it is expected that each of the Tellus Parent and the Tellus Issuer will
become Material Subsidiaries of the Issuer. The production licences
referred to above relate to a Statoil-operated development asset in the
Norwegian sector of the North Sea, scheduled to come on stream during the
second quarter of 2017.
5) Condition 2 (Negative Pledge) of the Bonds provides, among other things,
that no Material Subsidiary of the Issuer will create or have outstanding
any Security Interest upon the whole or any part of its present or future
undertaking, assets or revenues (including any uncalled capital) to secure
any Relevant Indebtedness or to secure any guarantee or indemnity in
respect of any Relevant Indebtedness, unless at the same time or prior
thereto, the Issuer's obligations under the Bonds and the Trust Deed (i)
are secured equally and rateably therewith to the satisfaction of the
Trustee, or (ii) have the benefit of such other security interest or
guarantee or indemnity or other arrangement (whether or not including the
giving of security) as the Trustee shall in its absolute discretion deem
not materially less beneficial to the interests of the Bondholders or as
shall be approved by an Extraordinary Resolution (as defined in the Trust
Deed) of the Bondholders.
6) The Issuer, the Tellus Parent and the Tellus Issuer propose to enter into
a transaction (the Tellus Bond Transaction) whereby the Tellus Issuer will
issue up to U.S.$275,000,000 of bonds (the Tellus Bonds) due no later than
2019. The Tellus Bonds will be guaranteed by the Tellus Parent and will be
secured by certain security interests to be granted by each of the Tellus
Parent and the Tellus Issuer. While the majority of the security interests
will be granted on completion of the Tellus Bond Transaction, under the
terms of the Tellus Bonds, any subsidiary of the Tellus Parent or the
Tellus Issuer will be under a continuing obligation under the terms of the
Tellus Bonds to grant security over any assets it acquires at any time in
support of the obligations of the Tellus Parent and the Tellus Issuer in
respect of the Tellus Bonds.
7) It is intended that the Tellus Bonds will be listed on the Nordic ABM. The
Tellus Bonds will not be exchangeable or convertible into the shares of
any entity.
8) Further, the Issuer proposes to raise up to U.S.$200,000,000 by issuing
high yield bonds (the Sequa Bonds) due no later than 2021. Under the terms
of the Sequa Bonds, the Issuer, the Tellus Parent and the Tellus Issuer
will grant certain security interests to the holders of the Sequa Bonds.
The Sequa Bonds will not be exchangeable or convertible into the shares of
any entity.
9) The net proceeds of both the Tellus Bonds and the Sequa Bonds will be used
by the Group to finance the acquisition by the Group of the Gina Krog
Acquisition and to fund field development costs associated with the
ownership interests (and all contractual rights associated therewith)
acquired by the Tellus Issuer and its subsidiaries as a result of the Gina
Krog Acquisition.
10) In order to permit:
a) the granting of security
i) described above in connection with the Tellus Bond Transaction;
ii) described above in connection with the Sequa Bonds; and
iii) in connection with potential future acquisitions by the Tellus
Parent and its subsidiaries;
b) the amendment of the Final Maturity Date applicable to the Bonds
from 29 April 2020 to 29 April 2022 in order to facilitate the issue
of the Tellus Bonds and the Sequa Bonds;
c) the amendment of the initial Conversion Price applicable to the Bonds
from U.S$3.50 per Ordinary Share to U.S.$2.50 per Ordinary Share (in
connection therewith, the Issuer confirms that no circumstance has
arisen which would require, under the Conditions of the Bonds, any
adjustment to the initial Conversion Price set out therein);
d) the amendment of the interest rate applicable to the Bonds from 5.00
per cent per annum to (x) 5.00 per cent. per annum from (and including)
the Closing Date to (but excluding) the Interest Payment Date falling
on 29 April 2019; (y) 7.00 per cent. per annum from (and including)
the Interest Payment Date falling on 29 April 2019 to (but excluding)
the Interest Payment Date falling on 29 April 2021; and (z) 9 per
cent. per annum from (and including) the Interest Payment Date falling
on 29 April 2021; and
e) the deletion of Condition 7(b)(i), such that Issuer's right to redeem
the Bonds at its option if the Parity Value of the Ordinary Shares
exceeds 140 per cent. of a Bond in principal amount of US$200,000 over
a period of 30 qualifying dealing days in any 45 consecutive
qualifying dealing day period is removed, and consequential amendments,
the Issuer is seeking the approval of Bondholders holding not less than
three-fourths in principal amount of the Bonds for the time being outstanding,
to be given in the form of the attached Written Resolution, to approve,
instruct and direct the entry by the Trustee into a supplemental trust deed
(the First Supplemental Trust Deed) pursuant to which (i) the terms of
Condition 2 (Negative Pledge) to the Trust Deed would be amended to provide
that (x) any of the Tellus Parent and its subsidiaries (together the Tellus
Group) be permitted to create or have outstanding any Security Interest in
respect of the Tellus Bonds, (y) the Issuer or any member of the Tellus Group
be permitted to create or have outstanding any Security Interest in respect of
the Sequa Bonds, and (z) any member of the Tellus Group be permitted to create
or have outstanding any Security Interest in respect of any other Relevant
Indebtedness (including a Tellus Tap Issue as defined in the Written
Resolution) incurred by any member of the Tellus Group, provided that the
aggregate principal amount of all Relevant Indebtedness (other than the Sequa
Bond or any refinancing thereof) in relation to which any member of the Tellus
Group has granted a Security Interest does not at any time exceed
U.S.$550,000,000; (ii) the Final Maturity Date of the Bonds would be extended
to 29 April 2022; (iii) the initial Conversion Price would be reduced to
U.S.$2.50 per Ordinary Share; (iv) the interest rate in respect of the Bonds
would be amended from 5.00 per cent. per annum to (x) 5.00 per cent. per annum
from (and including) the Closing Date to (but excluding) the Interest Payment
Date falling on 29 April 2019; (y) 7.00 per cent. per annum from (and
including) the Interest Payment Date falling on 29 April 2019 to (but
excluding) the Interest Payment Date falling on 29 April 2021; and (z) 9 per
cent. per annum from (and including) the Interest Payment Date falling on 29
April 2021; and (v) Condition 7(b)(i) would be deleted and consequential
amendments made.
11. Pursuant to the Trust Deed, a resolution in writing signed by or on
behalf of the holders of not less than three-fourths in principal amount of
the Bonds for the time being outstanding shall take effect as an Extraordinary
Resolution. The principal amount outstanding of the Bonds is U.S.$204,400,000.
12. The Issuer has delivered to the Trustee a certificate dated 23 March
2016 signed by two directors of the Issuer to the effect that, having made all
reasonable enquiries, to the best of the knowledge, information and belief of
such directors at the date of the certificate, no Event of Default or
Potential Event of Default (except that the interest payment due on 29 October
2015 was made on 2 November 2015 due to technical issues associated with the
Issuer's first payment of interest, resulting in a Potential Event of Default
that was remedied within the applicable grace period), breach of the Trust
Deed, Change of Control, Occurrence of a Merger or any other consolidation,
amalgamation, merger, sale or transfer described in condition 6(n) of the
Bonds has occurred since the date of the Trust Deed.
13. Bondholders are urged to take steps to arrange for voting for or
against the Written Resolution as soon as possible and, in any case, on or
before 16.00 p.m. (London time) on 4 April 2016 (the Voting Deadline), the
period from the date of this Notice until the Voting Deadline, being the
Voting Period.
14. In accordance with normal practice, the Trustee expresses no opinion
on the information described above, on the First Supplemental Trust Deed, or
on the proposed Written Resolution and recommends that any Bondholders who are
in any doubt as to the information described above or as to what action they
should take with regard to the Written Resolution should seek their own
independent financial and legal advice. Further, the Trustee has not been
involved in the formulation of the terms of the Written Resolution and
expresses no views on the Written Resolution, the First Supplemental Trust
Deed or its terms or this Notice and nothing in this Notice or in the Written
Resolution or the First Supplemental Trust Deed should be construed as a
recommendation to the Bondholders from the Trustee to either approve or reject
the Written Resolution proposed. The Trustee is not responsible for, and has
no liability in relation to, the accuracy, completeness, validity or
correctness of the statements made or documents referred to in this Notice or
in the Written Resolution or in the First Supplemental Trust Deed or for any
omissions from the Written Resolution or this Notice or for any written or
oral information made available to any person receiving this Notice or its
advisers and any such liability is expressly disclaimed.
15. Voting
The attention of the Bondholders is drawn, in particular, to the voting
procedures of Euroclear Bank S.A./N.V. and Clearstream Banking, societe
anonyme (the Clearing Systems) set out below.
Clearing System Procedures
The Bonds are currently represented by a Global Certificate deposited with
and registered in the name of The Bank of New York Depository (Nominees)
Limited (the Registered Holder) as nominee for The Bank of New York Mellon,
London Branch, as common depositary for the Clearing Systems.
In respect of the Bonds, the Registered Holders will execute the Written
Resolution in the form attached to this Notice if it is instructed to do so by
direct participants in the Clearing Systems (Accountholders) holding interests
representing not less than three-fourths (i.e. 75 per cent.) in principal
amount of the Bonds then outstanding (the Requisite Percentage). The principal
amount of the Bonds then outstanding in respect of which the Registered Holder
is so instructed will be specified by the Registered Holder in the Written
Resolution.
Bondholders should note that in order to instruct the Registered Holder to
execute the Written Resolution in which they have an interest, Accountholders
must ensure that:
(i) they give electronic voting instructions (each an Electronic Voting
Instruction) to the relevant Clearing System (in accordance with its
procedures) TO APPROVE the Written Resolution such that the Registered Holder
will receive instructions on or before the Voting Deadline. By submitting or
delivering an Electronic Voting Instruction through the Clearing Systems in
respect of the Written Resolution to the Registered Holder, Accountholders are
deemed to authorise the relevant Clearing System to disclose the identity and
holdings of the Accountholders and of the beneficial owners of the Bonds (the
Beneficial Owners) to the Trustee and the Agents; and
(ii) the relevant Clearing System has received irrevocable instructions
(with which such Accountholders have complied) to block the Bonds in the
securities account to which they are credited from and including the day on
which that Electronic Voting Instruction is delivered to the relevant Clearing
System so that no transfers may be effected in relation to such Bonds at any
time after such date until the first to occur of (1) if the Written Resolution
is approved by the Requisite Percentage, the date of the First Supplemental
Trust Deed; and (2) if the Written Resolution is not approved by the Requisite
Percentage, the business day in London immediately following the Voting
Deadline). Bonds should be blocked in accordance with the relevant procedures
of the relevant Clearing System and the deadlines required by such Clearing
System. Accountholders who do not wish to approve the Written Resolution need
take no action.
Accountholders are requested to confirm deadlines with their respective
custodians as further procedural deadlines may exist. This will ensure any
approval will be received by the Clearing Systems before the Voting Deadline.
Beneficial Owners of the Bonds which are not direct participants in the
Clearing Systems must contact their broker, dealer, bank, custodian, trust
company or other nominee to arrange for the Accountholders in the relevant
Clearing System through which they hold Bonds to deliver an Electronic Voting
Instruction in accordance with the requirements of such Clearing System and
procure that the Bonds are blocked in accordance with the normal procedures of
such Clearing System and the deadlines imposed by such Clearing System.
BONDHOLDERS SHOULD NOTE THAT:
(A) THE VOTING PERIOD MAY BE EXTENDED BY THE ISSUER AT ITS OPTION OR
AT THE REQUEST OF ANY BONDHOLDER (IN THE ISSUER'S SOLE DISCRETION) BY THE
ISSUER GIVING NOTICE THEREOF TO BONDHOLDERS THROUGH THE CLEARING SYSTEMS; AND
(B) ANY VOTES SUBMITTED BY A BONDHOLDER VIA THE RELEVANT ACCOUNTHOLDER
TO THE RELEVANT CLEARING SYSTEM DURING THE VOTING PERIOD MAY BE CHANGED BY THE
RELEVANT ACCOUNTHOLDER DURING THE VOTING PERIOD ONLY PRIOR TO THE VOTING
DEADLINE SUBJECT TO AND IN ACCORDANCE WITH THE PROCEDURES OF THE RELEVANT
CLEARING SYSTEMS.
16. If the Bondholders have any questions or require any clarifications
with respect to the information set out in this notice or the attached Written
Resolution, they may contact the Issuer at the address below.
This Notice is given by Sequa Petroleum N.V. on 24 March 2016.
Sequa Petroleum N.V.
Third Floor
42 Upper Berkeley Street
London W1H 5QL
United Kingdom
Attention:
Benjamin Lee
Email: benjamin.lee@sequa-petroleum.com
Robin Storey
Email: robin.storey@sequa-petroleum.com
[●] 2016
WRITTEN RESOLUTION
Sequa Petroleum N.V. (the Issuer)
U.S.$300,000,000 5 per cent. convertible bonds due 2020 (the Bonds)
17. In accordance with the provisions of the trust deed dated 29 April
2015 between the Issuer and BNY Mellon Corporate Trustee Services Limited as
Trustee (the Trust Deed) we, representing holders of U.S.$[] (equal to []%) in
principal amount outstanding of the Bonds, as registered holder of the Bonds,
hereby pass the following resolution in writing (the Written Resolution) as an
Extraordinary Resolution. Pursuant to paragraphs 1.2, 1.3 and 19 of schedule 4
(Provisions for Meetings of Bondholders) to the Trust Deed, this Written
Resolution shall take effect as an Extraordinary Resolution. The principal
amount outstanding of the Bonds is U.S.$204,400,000.
18. Unless otherwise defined in this Written Resolution, words and
expressions defined in the Trust Deed have the same meaning when used in this
Written Resolution.
THAT HOLDERS OF THE OUTSTANDING BONDS HEREBY RESOLVE, DIRECT AND REQUEST
AS FOLLOWS:
1) THAT the Trustee be authorised, directed and instructed to enter into
the first supplemental trust deed, substantially in the form attached at
Appendix 1 (Form of First Supplemental Trust Deed) (the First Supplemental
Trust Deed) in or substantially in the form attached at Appendix 1 hereto
in order to incorporate the amendments to the Trust Deed as specified in
the First Supplemental Trust Deed;
2) THAT the Trustee be further authorised, directed and instructed to take
any action as may be necessary in connection with, or in order to give
effect to, the First Supplemental Trust Deed including, without limitation,
consenting to the Issuer entering into the First Supplemental Trust Deed;
3) THAT the Trustee is hereby discharged and exonerated from any and all
liability for which it may have become, or may in the future become,
responsible under the Trust Deed, the Bonds or the Conditions in
connection with the First Supplemental Trust Deed, this Written Resolution
or its implementation;
4) THAT the Trustee be authorised and instructed not to obtain any legal
opinions in relation to, or to make any investigation or enquiry into, the
power and capacity of any person to enter into the First Supplemental
Trust Deed or any other document referred to in this Written Resolution,
or the due execution and delivery thereof by any party thereto or the
validity or enforceability thereof and that it shall not be liable to any
Bondholder for the failure to do so or for any consequences thereof;
5) THAT the Bondholders irrevocably waive any claim that they may have
against the Trustee arising as a result of any loss or damage which they
may suffer or incur as a result of the Trustee entering into the First
Supplemental Trust Deed or otherwise acting upon this Written Resolution
(including but not limited to circumstances where it is subsequently found
that this Written Resolution is not valid or binding on the Bondholders)
and the Bondholders further confirm that they will not seek to hold the
Trustee liable for any such loss or damage;
6) THAT each Bondholder hereby expressly indemnifies the Trustee in full
against, and agrees to hold the Trustee harmless from, all losses,
liabilities, damages, costs, charges and expenses which it (or any person
appointed by the Trustee to whom any trust, power, authority or discretion
may be delegated by it in the execution or purported execution of (i) the
trusts, powers, authorities or discretions vested in it by the Trust Deed
or any other Transaction Document to which the Trustee is a party or (ii)
their functions under any such appointment) may be or become liable or
which may be incurred by it (or any such person as aforesaid) in respect
of any matter or thing done or omitted in any way relating to or arising
out of this Written Resolution, including, without limitation, the entry
into the First Supplemental Trust Deed by the Trustee or which may be
suffered or incurred by them as a result of any claims (whether or not
successful, compromised or settled), actions, demands or proceedings
brought against the Trustee and against all losses, costs, charges or
expenses (including legal fees) which the Trustee may suffer or incur
which in any case arise as a result of the Trustee entering into the First
Supplemental Trust Deed or otherwise acting in accordance with the Written
Resolution and the Trust Deed; and
7) THAT each Bondholder approves every modification and amendment (and the
implementation thereof) in respect of their rights relating to the Bonds,
(whether or not such rights arise under the Trust Deed, the Conditions or
the Bonds), resulting from or to be effected by the modifications,
authorisations and determinations referred to in this Written Resolution
and the entry by the Trustee and the Issuer into the First Supplemental
Trust Deed.
Each Bondholder confirms that this Written Resolution is intended to, and
shall, in accordance with paragraphs 1.2, 1.3 and 19 of schedule 4 to the
Trust Deed (Provisions for Meetings of Bondholders) constitute an
Extraordinary Resolution in writing for the purposes of the Trust Deed.
Each Bondholder agrees that the terms of this Written Resolution have not
been formulated by the Trustee who expresses no views on them, and nothing in
this Written Resolution should be construed as a recommendation to the
Bondholders from the Trustee to either approve or reject the Written
Resolution proposed. Each Bondholder agrees that the Trustee is not
responsible for the accuracy, completeness, validity or correctness of the
statements made and documents referred to in this Written Resolution or any
omissions from this Written Resolution. Each Bondholder has consulted its own
legal and financial advisers in connection with the matters referred to in
this Written Resolution.
This Written Resolution may be signed in any number of counterparts, all
of which when taken together shall constitute one and the same instrument.
Each Bondholder and the parties hereto intend that this Written Resolution
shall take effect as a deed notwithstanding that it may be executed under
hand.
The parties agree that the effective date of this Written Resolution is [
[-] [-] 2016]
This Written Resolution and any non-contractual obligations arising out of
or in connection with it are governed by and construed in accordance with the
laws of England and Wales.
IN WITNESS WHEREOF, the undersigned have executed this Written Resolution
by duly authorised officers.
Executed and delivered as a Deed by:
The Bank of New York Depository (Nominees) Limited
Acting by its duly authorised signatory
Date: 2016
Appendix 1
Form of First Supplemental Trust Deed
Dated
_______________________
Sequa Petroleum N.V.
as Issuer
and
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
as the Trustee
First SUPPLEMENTAL trust DEED
modifying the Trust Deed dated 29 April 2015
Contents
Clause Page
1 Interpretation [#_Toc440876479 ]2
2 Modifications of the Trust Deed [#_Toc440876480 ]2
3 Governing Law and Jurisdiction [#_Toc440876481 ]4
4 Rights of Third Parties [#_Toc440876482 ]5
THIS DEED is made on [●] 2016
BETWEEN:
1) SEQUA PETROLEUM N.V. a public limited liability company (naamloze
vennootschap), incorporated under the laws of The Netherlands, having its
corporate seat in Amsterdam, The Netherlands and its registered office at
42 Upper Berkeley Street, London W1H 5QL, United Kingdom and registered
with the commercial register of The Netherlands under number 58633618 (the
Issuer); and
2) BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED a company incorporated in
England and Wales with company number 02631386 and whose registered office
is at One Canada Square, London E14 5AL, United Kingdom (the Trustee,
which expression shall, wherever the context so admits, include such
company and all other persons or companies for the time being the trustee
or trustees of the Trust Deed (as defined below)), as trustee for the
Bondholders.
BACKGROUND
(A) This Deed is supplemental to a Trust Deed dated 29 April 2015 (the
Trust Deed) made between the Issuer and the Trustee and constituting
U.S.$300,000,000 5.00 per cent. convertible bonds due 2020 issued by the
Issuer of which, U.S.$204,400,000 remain outstanding (the Bonds).
(B) On [●] 2016, Bondholders representing not less than three-fourths
in principal amount of the Bonds for the time being outstanding have, by way
of Written Resolution (the Written Resolution), instructed, directed and
approved the entry by the Trustee into this Deed. The Supplemental Deed
referred to in the Written Resolution was a draft of this Deed.
NOW THIS DEED WITNESSES and IT IS AGREED and DECLARED as follows:
Interpretation
This Deed forms part of and must be read as one with the Trust Deed and
the meanings ascribed to the respective words and expressions contained in the
Trust Deed apply as and when they appear in this Deed except when a word or
expression is otherwise defined herein or in the circumstances in which the
context otherwise requires.
Any reference to the Trust Deed must be construed as a reference to the
Trust Deed as amended by this Deed but, except as set out in Clause [2]
(Modifications and interpretation of the Trust Deed and the Global Bond) below,
the terms and conditions of the Trust Deed remain unaltered and continue in
full force and effect.
The headings in this Deed are for convenience only and do not affect the
construction hereof.
This Deed may be executed in counterparts.
Modifications and interpretation of the Trust Deed and the Global Bond
Condition 2 (Negative Pledge) of the Bonds, as set out in schedule 1
(Terms and Conditions of the Bonds) to the Trust Deed, is deleted in its
entirety and replaced with:
"2. Negative Pledge
So long as any Bond remains outstanding (as defined in the Trust Deed),
the Issuer will not and will ensure that none of its Material Subsidiaries
will create or have outstanding any mortgage, charge, lien, pledge or other
security interest (a "Security Interest") upon the whole or any part of its
present or future undertaking, assets or revenues (including any uncalled
capital) to secure any Relevant Indebtedness or to secure any guarantee or
indemnity in respect of any Relevant Indebtedness, unless, at the same time or
prior thereto, the Issuer's obligations under the Bonds and the Trust Deed (x)
are secured equally and rateably therewith to the satisfaction of the Trustee,
or (y) have the benefit of such other security interest or guarantee or
indemnity or other arrangement (whether or not including the giving of
security) as the Trustee shall in its absolute discretion deem not materially
less beneficial to the interests of the Bondholders or as shall be approved by
an Extraordinary Resolution (as defined in the Trust Deed) of the Bondholders,
provided that this Condition will not apply to restrict any of the following:
(i) any member of the Tellus Group from creating or having outstanding
any Security Interest in respect of the Tellus Bond and/or any of Tellus
Petroleum AS's obligations thereunder;
(ii) the Issuer or any member of the Tellus Group from creating or
having outstanding any Security Interest in respect of the Sequa Bond and/or
any of the Issuer's obligations thereunder; and
(iii) any member of the Tellus Group from creating or having
outstanding any Security Interest in respect of any other Relevant
Indebtedness (including a Tellus Tap Issue) incurred by any member of the
Tellus Group,
provided that the aggregate principal amount of all Relevant Indebtedness
(other than the Sequa Bond or any refinancing thereof) in relation to which
any member of the Tellus Group has granted a Security Interest does not at any
time exceed US$550,000,000.
Condition 3 (Definitions) of the Bonds, as set out in schedule 1 (Terms
and Conditions of the Bonds) to the Trust Deed, is amended by the addition of
the following definitions:
""Gina Krog Acquisition" means the acquisition by Tellus Petroleum AS from
TOTAL E&P NORGE AS of the Gina Krog Interests.
"Gina Krog Interests" means the 30 per cent. participating ownership
interest in production licence 029B, the 14.78 per cent. participating
ownership interest in production licence 029C and the 21.8 per cent.
participating ownership interest in production licence 048 (and, in each such
case, all contractual rights associated therewith), each such production
licence having been issued by the Norwegian Ministry of Petroleum and Energy
in respect of the Gina Krog Oil Field and such participating ownership
interests together representing 15 per cent. of the rights of all licensees in
respect of the Gina Krog Oil Field.
"Gina Krog Oil Field" means the oil fields covered by the licences PL029B,
PL 029C, PL048 and PL303 on the Norwegian continental shelf, as unitised.
"Sequa Bond" means any Relevant Indebtedness not exceeding US$200,000,000
to be incurred by the Issuer by no later than 30 April 2016 in connection with
the Gina Krog Acquisition (including any refinancing thereof).
"Tellus Bond" means Relevant Indebtedness not exceeding US$275,000,000 to
be incurred by Tellus Petroleum AS by no later than 30 April 2016 in
connection with the Gina Krog Acquisition (including any refinancing thereof).
"Tellus Group" means Tellus Petroleum Invest AS and its subsidiaries from
time to time.
"Tellus Tap Issue" means Relevant Indebtedness to be incurred by Tellus
Petroleum AS with the same terms and conditions in all respects (or in all
respects except for the amount and due date for the first payment of interest
thereon) as the Tellus Bond."
Condition 3 (Definitions) of the Bonds, as set out in schedule 1 (Terms
and Conditions of the Bonds ) to the Trust Deed, is amended by the deletion in
its entirety of the definition of "Call Date" and the deletion of "Final
Maturity Date" and its replacement with:
""Final Maturity Date" means 29 April 2022."
Condition 3 (Definitions) of the Bonds, as set out in schedule 1 (Terms
and Conditions of the Bonds) to the Trust Deed, is amended by the deletion in
its entirety of the definition of "Parity Value".
Condition 5 (Interest) of the Bonds, as set out in schedule 1 (Terms and
Conditions of the Bonds) is amended by the deletion of the first paragraph
thereof and its replacement with:
"(a) Interest Rate
Each Bond bears interest at the applicable rate per annum specified below,
calculated by reference to the principal amount thereof and payable
semi-annually in arrear in equal instalments on 29 April and 29 October in
each year (each an "Interest Payment Date"), commencing with the Interest
Payment Date falling on 29 October 2015.
The applicable rate per annum referred to above shall be (x) 5.00 per
cent. per annum from (and including) the Closing Date to (but excluding) the
Interest Payment Date falling on 29 April 2019; (y) 7.00 per cent. per annum
from (and including) the Interest Payment Date falling on 29 April 2019 to
(but excluding) the Interest Payment Date falling on 29 April 2021; and (z) 9
per cent. per annum from (and including) the Interest Payment Date falling on
29 April 2021."
Condition 7 (Redemption and Purchase) of the Bonds, as set out in schedule
1 (Terms and Conditions of the Bonds ) is amended by the deletion of Condition
7(b)(i) and Condition 7(b)(ii) shall be renumbered accordingly.
Condition 14(a) (Meetings of Bondholders, Modification and Waiver,
Substitution) of the Bonds, as set out in schedule 1 (Terms and Conditions of
the Bonds ) is amended by the deletion of the phrase ", the Call Date or the
Put Date (other than deferring the Call Date)" in the twelfth line and
replacing it with "the Put Date".
Paragraph 16.8 of schedule 4 to the Trust Deed (Provisions for Meetings of
Bondholders ) is amended by the deletion of the phrase ", the Call Date or the
Put Date (other than deferring the Call Date)" in sub-paragraph 16.8.1 and
replacing it with "the Put Date".
Condition 6(a) (Settlement Right and Conversion Right) of the Bonds, as
set out in schedule 1 (Terms and Conditions of the Bonds ) to the Trust Deed
is amended by the deletion of the sentence in the third paragraph "The initial
Conversion Price is US$3.50 per Ordinary Share." and its replacement with:
"The initial Conversion Price is US$2.50 per Ordinary Share."
All references in the Trust Deed and the Global Bond to the 'Convertible
Bonds due 2020' (including, without limitation, in the definition of 'Original
Bonds' set out in clause 1 (Interpretation) of the Trust Deed) shall be
interpreted as references to the 'Convertible Bonds due 2022'.
The modifications of the Trust Deed set out in this Deed take effect on
and from the date of this Deed.
The provisions of the Trust Deed, except as amended by this Deed, continue
in full force and effect.
Governing Law and Jurisdiction
This Deed and any non-contractual obligations connected with it shall be
governed by and construed in accordance with English law.
The provisions of clauses 20.2 and 20.3 of the Trust Deed are incorporated
by reference into this Deed, mutatis mutandis.
Rights of Third Parties
A person who is not a party to this Deed will, unless otherwise expressly
provided in this Deed, have no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any part of this Deed.
In witness whereof this Deed has been entered into on the day and year
first above written.
Signatories
EXECUTED AS A DEED BY
SEQUA PETROLEUM N.V.
By:
________________________
Authorised signatory
By:
________________________
Authorised signatory
EXECUTED AS A DEED BY
BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
Acting by two of its lawful Attorneys:
Attorney:
Attorney:
In the presence of:
Witness name:
Address: One Canada Square, London E14 5AL
This is a disclosure announcement from PR Newswire.