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Petrofac Limited ( PFC)
4 November 2021
NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, EACH PROVINCE AND TERRITORY OF CANADA, JAPAN, SWITZERLAND AND THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL BE CONSTRUED AS ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE ORIGINAL PROSPECTUS AND THE SUPPLEMENTARY PROSPECTUS.
Publication of a Supplementary Prospectus (the "Supplementary Prospectus")
Further to the publication on 26 October of a prospectus relating to the proposed Firm Placing, Placing and Open Offer (the "Original Prospectus") by Petrofac Limited (the "Company" or "Petrofac") and further to the Company's announcement on 1 November to update on the pricing of the Proposed Bond Offering (as defined in the Original Prospectus), the Company hereby announces that it has published a supplementary prospectus giving details of the terms of the Proposed Bond Offering (the "Supplementary Prospectus").
The publication of the Supplementary Prospectus is a regulatory requirement under Article 23 of the UK Prospectus Regulation and Rule 3.4 of the Prospectus Regulation Rules and has been approved by the Financial Conduct Authority. The Supplementary Prospectus should be read in conjunction with the Original Prospectus.
Defined terms in this announcement shall have the meaning ascribed to them in the Capital Raise Announcement unless otherwise specified.
A copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Supplementary Prospectus will also be available on the Company's website at: https://www.petrofac.com/investors/refinancing/ subject to certain exceptions.
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, Company Secretary.
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.
Any offer to acquire the Company's securities pursuant to the proposed Capital Raise referred to in these materials will be made, and any investor should make his, her or its investment, solely on the basis of information that will be contained in the Original Prospectus and the Supplementary Prospectus to be made generally available in the United Kingdom in connection with such Capital Raise. When made generally available, copies of the Original Prospectus and the Supplementary Prospectus may be obtained at no cost from the Company or through the website of the Company.
This Announcement and the information contained in it is not for publication, release, transmission, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Commonwealth of Australia, its territories and possessions, each province and territory of Canada, Japan, Switzerland and the Republic of South Africa or any other jurisdiction in which it would be unlawful to do so (together, the "Excluded Territories"). This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in any of the Excluded Territories. This Announcement has not been approved by the London Stock Exchange plc (the "London Stock Exchange"). Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
The securities mentioned herein (the "Securities") have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under the applicable securities laws of any state or other jurisdiction of the United States. The Securities may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in the United States absent registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Securities in the United States. Subject to certain limited exceptions, Application Forms have not been, and will not be, sent to, and Open Offer Entitlements have not been, and will not be, credited to the CREST account of, any Qualifying Shareholder with a registered address in the United States. None of the Securities, the Application Forms, this announcement or any other document connected with the Capital Raise has been or will be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States, or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Securities or the accuracy or adequacy of any of the documents or other information related thereto. Any representation to the contrary is a criminal offence in the United States.
There will be no public offering of securities in the Excluded Territories, which includes any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Securities plc (which conducts its UK investment banking activities under the marketing name, J.P. Morgan Cazenove) ("J.P. Morgan") or Goldman Sachs International ("Goldman Sachs"), or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
J.P. Morgan and Goldman Sachs are each authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. Each of J.P. Morgan and Goldman Sachs (together, the "Joint Bookrunners") is acting solely for the Company and no one else in connection with the Capital Raise or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to the Capital Raise and/or any other matter referred to in this Announcement. Any prospective purchaser of the shares in the Company is recommended to seek its own independent financial advice.
Save for the responsibilities and liabilities, if any, which may be imposed on each of J.P. Morgan and Goldman Sachs by FSMA or by the regulatory regime established under FSMA, neither J.P. Morgan nor Goldman Sachs nor any of their respective affiliates accepts any duty, liability or responsibility whatsoever for the contents of the information contained in this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by or on behalf of J.P. Morgan or Goldman Sachs or any of their respective affiliates in connection with the Company, the Securities or the Capital Raise to any person who is not their client in connection with this Announcement, any statements contained herein or otherwise. J.P. Morgan, Goldman Sachs and each of their affiliates accordingly disclaim, to the fullest extent permitted by law, all and any responsibility and liability whatsoever, whether direct or indirect, whether arising in tort, contract, under statute or otherwise (save as referred to above) in respect of the use of this Announcement or any statements or other information contained in (or omitted from) this Announcement. No representation or warranty, express or implied, in relation to the contents of this Announcement is made or purported to be made by J.P. Morgan, Goldman Sachs or any of their respective affiliates as to the accuracy, completeness, sufficiency of the information contained in this Announcement.
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.
This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Securities. Any investment decision to buy Securities in the Capital Raise must be made solely on the basis of publicly available information, which has not been independently verified by J.P. Morgan or Goldman Sachs.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise. Any decision to participate in the Capital Raise must be made solely on the basis of the Original Prospectus and the Supplementary Prospectus published by the Company. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Shares may decline and investors could lose all or part of their investment; (b) the New Shares offer no guaranteed income and no capital protection; and (c) an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
3.1. Additional regulated information required to be disclosed under the laws of a Member State
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