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2021-10-26

Petrofac Limited: Completion of Bookbuild for Firm Placing and Placing

Petrofac Limited ( PFC)
Petrofac Limited: Completion of Bookbuild for Firm Placing and Placing

26-Oct-2021 / 15:48 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.


Press Release

 

 

26 October 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 PROSPECTUS.

 

Completion of Bookbuild for Firm Placing and Placing

 

Further to the announcement earlier today relating to the proposed Firm Placing, Placing and Open Offer (the "Announcement"), Petrofac Limited (the "Company" or "Petrofac") is pleased to announce the completion of the Bookbuild for the Firm Placing and Placing.

 

Defined terms in this announcement shall have the meaning given to them in the Announcement unless otherwise specified.

 

Pursuant to the Firm Placing and Placing and Open Offer, a total of 173,597,412 New Shares will be issued at the Offer Price of 115 pence per New Share (subject to the conditions noted below), raising gross proceeds of £199.6 million (US$275.0 million).

 

The New Shares will rank pari passu in all respects with the ordinary shares currently in issue.

 

Result of the Firm Placing and the Placing

 

87,119,226 New Shares have been placed under the Firm Placing ("Firm Placing Shares"). 86,478,186 New Shares have been placed under the Placing ("Placing Shares"), subject to clawback to satisfy valid applications by Qualifying Shareholders under the terms of the Open Offer. The Firm Placing Shares are not subject to clawback and are not part of the Placing and Open Offer.

 

Open Offer

 

The Open Offer will open on 28 October 2021 with Qualifying Shareholders having an Open Offer entitlement of one Open Offer Shares for every four existing ordinary shares registered in the name of the relevant Qualifying Shareholder on the Record Date (and so in proportion to any other existing ordinary shares then held) on the terms and subject to the conditions set out in the Prospectus (and in the case of Qualifying Non-CREST Shareholders, the Application Form will be despatched to shareholders). The Open Offer is expected to close at 11.00 a.m. on 11 November 2021.

 

Further details on the Open Offer will be included in the Prospectus.

 

General Meeting

 

The Capital Raise is conditional upon, amongst other things, shareholder approval of certain resolutions at the General Meeting of the Company which is expected to take place at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ, United Kingdom at 10.00 a.m. on 12 November 2021; and on the Sponsor and Placing Agreement becoming, or being declared, unconditional in all respects.

 

The General Meeting has been arranged on the assumption that the General Meeting will be able to be held as an open, physical meeting in line with the UK Government's Covid-19 regulations. If the position changes, the Company will communicate any updates on its website at www.petrofac.com and, where appropriate, through an announcement to the market, before the

General Meeting.

 

Ayman Asfari and family are a substantial shareholder for the purposes of Chapter 11 of the Listing Rules and Mr Asfari is a director of the Company. Mr Asfari and family are therefore considered to be a related party for the purposes of Chapter 11 of the Listing Rules. Mr Asfari and family have irrevocably committed to subscribe for New Shares in the Capital Raise with an aggregate value of approximately US$38 million. 

 

This commitment constitutes a related party transaction under Listing Rule 11.1.5R and is of sufficient size to require Shareholder approval under Listing Rule 11.1.7R(3). This approval will be sought at the General Meeting and Mr. Asfari and family will not vote on such resolution. Any additional New Shares issued to Mr. Asfari and family as a result of their taking up Open Offer Entitlements are exempt from the rules regarding related party transactions under Chapter 11 of the Listing Rules.

 

Schroders plc (acting on behalf of its clients) ("Schroders") is a substantial shareholder for the purposes of Chapter 11 of the Listing Rules. Schroders is therefore considered to be a related party for the purposes of Chapter 11 of the Listi...

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