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Petrofac Limited ( PFC)
1 November 2021
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.
Announcement of the Pricing of US$600,000,000 Aggregate Principal Amount of Senior Secured Notes Due 2026
Petrofac Limited (the "Company" or "Petrofac") today announces the successful pricing of its offering of US$600,000,000 aggregate principal amount of 9.75% senior secured notes due 2026 (the "Temporary Notes") by a newly-formed financing entity, Pyrenees Bondco Limited (the "Issuer"). The offering of the Temporary Notes is subject to customary closing conditions, and settlement is expected to occur on or around 9 November 2021.
Concurrently with the closing of the offering of the Temporary Notes, and pending consummation of the proposed firm placing, placing and open offer of new ordinary shares in the Company to raise gross proceeds of approximately US$275,000,000 (the "Capital Raise") and the satisfaction of certain other conditions, the Initial Purchasers (being Goldman Sachs International, J.P. Morgan Securities plc, NatWest Markets Securities Inc. and First Abu Dhabi Bank PJSC) will deposit the gross proceeds of the offering of the Temporary Notes (which have an issue price of 99.028%) into an escrow account.
On the date of admission of new shares pursuant to the Capital Raise, all of the funds held in the escrow account will be released to the Issuer and all of the Temporary Notes will be automatically exchanged (the "Exchange") for an equal aggregate principal amount of 9.75% senior secured notes due 2026 issued by Petrofac Limited (the "Senior Secured Notes").
The issue of the Temporary Notes is part of a wider refinancing plan (the "Refinancing Plan") comprising the Capital Raise, a new US$180 million revolving credit facility, a new AED185 million (US$50 million) bilateral facility and amendment of an existing US$50 million bilateral term loan facility. The proceeds of the Refinancing Plan, alongside available cash reserves, will be used to pay, in January and February 2022, the US$106 million (£77 million) penalty imposed in relation to the SFO investigation and to repay existing indebtedness. These actions will extend Petrofac's debt maturities and strengthen the Company's platform to execute its strategy.
The effectiveness of the Refinancing Plan is contingent on completion of the Capital Raise, which is conditional on, among other things, the passing of the shareholder resolutions by shareholders in the Company at a General Meeting, which is scheduled to take place at 10:00 a.m. on 12 November 2021.
For further information contact:
+44 (0) 207 811 4900
Jonathan Yarr, Head of Investor Relations
Alison Flynn, Group Director of Communications and Sustainability
The person responsible for arranging the release of this announcement on behalf of Petrofac is Alison Broughton, Secretary to the Board.
Tulchan Communications Group
+44 (0) 207 353 4200
+44 (0) 207 774 1000
+44 (0)20 7742 4000
NOTES TO EDITORS
Petrofac is a leading international service provider to the energy industry, with a diverse client portfolio including many of the world's leading energy companies.
Petrofac designs, builds, manages and maintains oil, gas, refining, petrochemicals and renewable energy infrastructure. Our purpose is to enable our clients to meet the world's evolving energy needs. Our four values - driven, agile, respectful and open - are at the heart of everything we do.
Petrofac's core markets are in the Middle East and North Africa (MENA) region and the UK North Sea, where we have built a long and successful track record of safe, reliable and innovative execution, underpinned by a cost effective and local delivery model with a strong focus on in-country value. We operate in several other significant markets, including India, South East Asia and the United States. We have approximately 8,500 employees based across 31 offices globally.
Petrofac is quoted on the London Stock Exchange (symbol: PFC).
For additional information, please refer to the Petrofac website at www.petrofac.com
This announcement (the "Announcement") does not constitute an offer to sell or a solicitation of an offer to purchase any securities in any jurisdiction.
The Temporary Notes have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States or to, or for the account or benefit of US persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Temporary Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act, subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. This press release is not an offer to sell the Temporary Notes in the United States. The Temporary Notes to be offered have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold, directly or indirectly, in the United States or to or for the account or benefit of U.S. persons, as such term is defined in Regulation S of the Securities Act, absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. If any public offering of the Temporary Notes is made in the United States, it will be by means of a prospectus that may be obtained from the Issuer that will contain detailed information about the Issuer, Petrofac and management, as well as financial statements. No public offering of the Temporary Notes will be made in the United States in connection with the above-mentioned transaction.
This Announcement has been prepared on the basis that any offer of the Notes in any Member State of the European Economic Area ("EEA") (each, a "Relevant State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"), from the requirement to publish a prospectus for offers of securities. This Announcement has been prepared on the basis that any offer of the Temporary Notes in the United Kingdom will be made pursuant to an exemption under the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), from the requirement to publish a prospectus for offers of notes.
The Temporary Notes are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified investor" within the meaning of Article 2(e) of Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Temporary Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Temporary Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This Announcement does not constitute and shall not, in any circumstances, constitute an offering to retail investors. The offer and sale of the Temporary Notes in any member state of the EEA will be made pursuant to an exemption under Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive") from the requirement to publish a prospectus for offers of notes. The preliminary offering memorandum produced for the offering of the Temporary Notes is not a prospectus for the purposes of the Prospectus Directive.
This communication does not constitute an offer of securities to the public in the United Kingdom. In the United Kingdom, this Announcement is only being distributed only to, and are directed only at persons who are "qualified investors" (as defined in the UK Prospectus Regulation) who are (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) persons to whom it would otherwise be lawful to distribute them, all such persons together being referred to as "Relevant Persons". The preliminary offering memorandum produced for the offering of the Temporary Notes and this Announcement are being distributed only to and directed only at Relevant Persons and must not be acted on or relied upon by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. In the United Kingdom, any offer of the Temporary Notes is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Temporary Notes will be engaged in only with, Relevant Persons. The preliminary offering memorandum produced for the offering of the Temporary Notes and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by any recipients to any other person. Any person in the United Kingdom that is not a Relevant Person should not act or rely on the preliminary offering memorandum produced for the offering of the Temporary Notes or this Announcement or its contents. The Temporary Notes described in the preliminary offering memorandum are not being offered to the public in the United Kingdom.
MiFID II professionals /ECPs-only / No PRIIPs KID - Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or the United Kingdom.
The distribution of this Announcement and/or the offering of the Securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or J.P. Morgan or Goldman Sachs or any of their respective affiliates that would permit an offering of the Securities in any jurisdiction or result in the possession or distribution of this Announcement or any other offering or publicity material relating to Securities in any jurisdiction where action for that purpose is required.
Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company, J.P. Morgan and Goldman Sachs to inform themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions which may occur in the future, are beyond the Company's control and could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it, nor do they intend to. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. As a result of these risks, uncertainties and assumptions, the recipient should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise.
3.1. Additional regulated information required to be disclosed under the laws of a Member State
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