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2016-11-21

EnQuest PLC: Completion of the financial restructuring of EnQuest PLC

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A
PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL
CONSTITUTE AN OFFERING OF HIGH YIELD NOTES, RETAIL NOTES OR NEW
ORDINARY SHARES. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE
ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW HIGH YIELD NOTES,
EXISTING RETAIL NOTES, AMENDED RETAIL NOTES OR NEW ORDINARY SHARES
MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND
INCORPORATED BY REFERENCE INTO THE PROSPECTUS OR THE EXPLANATORY
STATEMENT (AS APPLICABLE). COPIES OF THE EXPLANATORY STATEMENT HAVE
BEEN DISTRIBUTED ELECTRONICALLY AND ARE AVAILABLE UPON REQUEST AT THE
OFFICES OF ASHURST LLP, BROADWALK HOUSE, 5?APPOLD STREET, LONDON EC2A
2AG AND ON THE COMPANY'S INFORMATION AGENT WEBSITE AT

WWW.LUCID-IS.COM/ENQUEST AND THE PROSPECTUS IS AVAILABLE FROM THE
REGISTERED OFFICE OF ENQUEST PLC AND (SUBJECT TO CERTAIN
RESTRICTIONS) ON ITS WEBSITE AT WWW.ENQUEST.COM .

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION
OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT. THE NEW ORDINARY SHARES WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT AND WILL NOT BE OFFERED OR SOLD TO THE PUBLIC IN
THE UNITED STATES.

THE NEW HIGH YIELD NOTES TO BE ISSUED PURSUANT TO THE SCHEME HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND WILL BE
ISSUED IN RELIANCE UPON THE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 3(a)(10)
THEREOF.

EnQuest PLC, 21 November 2016

Completion of the financial restructuring of EnQuest PLC

Overview

The Board of EnQuest PLC (the "Company") is pleased to announce that
the financial restructuring of the Group (the?"Restructuring")
announced on 13 October 2016 has now become effective. This
announcement concludes the Restructuring and constitutes the final
stage in the process.

The Restructuring comprises the implementation of the RCF Amendments,
the Note Amendments, the renewal of the Surety Bond Facilities and
the Placing and Open Offer (each as defined and described in further
detail below).

The completion of the Restructuring provides the Group with a stable
and sustainable capital structure, reduced cash debt service
obligations and greater liquidity. These will all contribute to
ensuring that the Group is in a strong position to pursue its
strategy of targeting mature and marginal oil assets and its focus on
cost efficiency during a prolonged period of low oil prices. In
particular, the Restructuring will enable the Group to complete the
Kraken and Scolty/Crathes developments, which the Company expects
will lead to both significant increases in production and significant
decreases in average unit operating costs across the Group.

Jock Lennox, Chairman of EnQuest, said:

"EnQuest is very pleased to announce today the successful completion
of the financial restructuring proposals announced on 13 October, a
comprehensive package of measures designed to place EnQuest on a
strong footing to deliver the Kraken development in H1 2017 and to
ensure that EnQuest is well placed to deliver value to shareholders
in the medium term."

Amjad Bseisu, Chief Executive of EnQuest, said:

"We have been delighted at the level of support received for EnQuest's
capital restructuring; with 100% backing from our revolving credit
facility lenders and hedging banks, 99.9% of votes being cast in
favour of the Scheme by the scheme creditors, 98.9% of shareholder
votes being cast in favour of EnQuest's general meeting resolutions
and backing from all of our surety bonds providers.

This restructuring will significantly improve EnQuest's liquidity
position, ensuring that we are well positioned for the future,
including delivering first oil from the Kraken development, with its
unit operating costs expected to be in the low $20s per barrel once
it is fully on-stream."

Overview of the Restructuring

The key features of the Restructuring are:
RCF Amendments
Key amendments (the "RCF Amendments") to the Group's existing
revolving credit facility (the "Existing RCF") which were approved by
all of the lenders under the Existing RCF and all of the Group's
hedging banks to, among other things:

· extend of the final maturity date to October 2021;

· split the maximum aggregate commitments into a $1,125 million term
loan facility and a $75 million revolving credit facility, amend the
margin on each of the facilities and cancel the existing accordion
feature;

· amend the amortisation profile;

· relax certain of the financial covenants; and

· incorporate terms to allow for new super senior hedging.

Note Amendments

Key amendments to the High Yield Notes and the Retail Notes (the "Note
Amendments") which were implemented by an English scheme of
arrangement (the?"Scheme") with the approval of 99.87% in value and
99.90% in number of the noteholders voting on the Scheme and which
became effective today (being the Restructuring Effective Date, as
defined in the Scheme) to, among other things:

· add conditions to the payment of interest in cash based on,
amongst other things, the average prevailing oil price (dated Brent
future (as published by Platts)) for the six month period immediately
preceding the day which is one month prior to the relevant interest
payment date being at least $65.00/bbl; otherwise interest payable is
to be capitalised;

· amend the maturity dates of the High Yield Notes and the Retail
Notes to April 2022, with an option exercisable by the Company (at
its absolute discretion) to extend the maturity date by one year and
an automatic further extension of the maturity date to October 2023
if the Existing RCF is not fully repaid or refinanced by October
2020; and

· amend certain of the financial indebtedness baskets under the High
Yield Notes, remove the financial covenants under the Retail Notes,
add new cross default provisions and restrict the Company from paying
any dividend or distribution on any class of its shares until it has
repaid or redeemed all capitalised interest (if any) accruing on the
Notes in cash at par, together with any accrued but unpaid interest
thereon.

Pursuant to the Scheme, the amendments to the High Yield Notes will be
effected through a dollar-for-dollar exchange for new High Yield
Notes (the "New High Yield Notes"). Interest due but not paid on the
High Yield Notes prior to completion of the Restructuring will be
capitalised and added to the principal amount of the New High Yield
Notes. Accordingly, the aggregate principal amount of the New High
Yield Notes will be US$677,482,000. The Company expects to issue the
New High Yield Notes (and to cancel the High Yield Notes) during the
course of today. Furthermore, the Company expects that the New High
Yield Notes will be admitted to listing on the Official List of the
Luxembourg Stock Exchange and to trading on the Euro MTF Market of
the Luxembourg Stock Exchange as soon as practicable after issuance.

The amendments to the Retail Notes have been effected today by way of
amendment to the existing Retail Notes.

Surety Bond Facilities renewal

The Group's surety bond providers (who provide instruments covering
certain decommissioning security obligations) have agreed to renew
the Surety Bond Facilities for rolling periods of 12 months until the
end of 2018 (with renewal in 2017 conditional on there being no
relevant default at the time).

Completion of the Placing and Open Offer

The Company also today announced the completion of the Placing and
Open Offer, pursuant to which the Company has raised gross aggregate
proceeds of £82 million.

It is intended that the proceeds of the Placing and Open Offer will be
applied by the Group to:

· continue the development of the Group's Kraken asset with the aim
of achieving first oil in the first half of 2017;

· continue the development of the Group's Scolty/Crathes asset; and

· provide general corporate and working capital for the Group.

The Company does not intend to use proceeds from the Placing and Open
Offer to repay bank debt.

The New Ordinary Shares issued by the Company pursuant to the Placing
and Open Offer were (i) admitted to listing on the premium listing
segment of the Official List and to trading on the London Stock
Exchange plc's main market for listed securities and (ii) admitted to
trading on NASDAQ Stockholm in each case earlier today.

Enquiries

EnQuest PLC

Tel: +44 (0)20 7925 4900

Amjad Bseisu (Chief Executive)

Jonathan Swinney (Chief Financial Officer)

Michael Waring (Head of Communications & Investor Relations)

Restructuring Adviser

Tel: +44 (0)20 7280 5000

Rothschild

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of
EnQuest. The information contained in this announcement is for
background purposes only and does not purport to be full or complete.
No reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its accuracy or completeness. The information in this announcement
is subject to change.

Copies of the Explanatory Statement have been distributed
electronically and are available upon request at the offices of
Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2AG and on
the Company's information agent website at www.lucid-is.com/enquest
and copies of the Prospectus have been published and are available
from the registered office of EnQuest and, subject to certain
restrictions, on EnQuest's website at www.enquest.com. The Prospectus
is not, subject to certain exceptions, available (through the website
or otherwise) to Shareholders and prospective investors in the United
States, Australia, Canada, Japan and the Republic of South Africa.
Neither the content of EnQuest's website nor any site accessible by
hyperlinks on EnQuest's website is incorporated in, or forms part of,
this announcement. The Explanatory Statement provides further details
of the Scheme and Prospectus provides further details of the New
Ordinary Shares being offered pursuant to the Placing and Open Offer.

This announcement does not contain or constitute an offer to sell or
the solicitation of an offer to purchase securities to any person
with a registered address in, or who is resident in, any Excluded
Territory or in any jurisdiction in which such an offer or
solicitation is unlawful. None of the secu...

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