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2021-10-26

Petrofac Limited: Proposed Fully Underwritten US$275 Million Firm Placing and Placing and Open Offer

Petrofac Limited ( PFC)
Petrofac Limited: Proposed Fully Underwritten US$275 Million Firm Placing and Placing and Open Offer

26-Oct-2021 / 07:26 GMT/BST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), 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.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF THE LAWS OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED FROM TIME TO TIME) ("UK MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF UK MAR.

 

 

Proposed Fully Underwritten US$275 Million Firm Placing and Placing and Open Offer

 

Petrofac Limited (the "Company" or "Petrofac") today announces a proposed issuance of equity, by way of a Firm Placing, Placing and Open Offer (together, the "Capital Raise") in order to create a long-term, sustainable capital structure.

 

The Company intends to raise gross proceeds of approximately US$275 million (£200 million), through the issuance of, in aggregate, up to 173,597,412 ordinary shares in the capital of the Company (the "New Shares"), at an issue price of 115 pence per New Share (the "Issue Price"). The Issue Price represents a discount of 27.2 percent to the closing share price of 158 pence on 25 October 2021.

 

Key Highlights

 

  • The US$275 million Capital Raise is part of a wider refinancing plan (the "Refinancing Plan") announced today, comprising:
    • US$500 million bridge financing facility expected to be replaced or refinanced by way of a public bond issuance, expected to be launched later today;
    • US$180 million new revolving credit facility;
    • AED$185 million (US$50 million) new bilaterial facility; and
    • an amendment of a US$50 million existing bilateral term loan facility.
  • Proceeds from the Capital Raise will be used, alongside the Refinancing Plan and available cash reserves to:
    • Pay, in January and February 2022, the US$106 million (£77 million) penalty imposed in relation to the SFO investigation; and
    • Repay existing indebtedness.
  • These actions will extend Petrofac's debt maturities and strengthen the Company's platform to execute its strategy.
  • The Capital Raise will be effected by way of a Firm Placing of US$138.0 million (£100.2 million) and a Placing and Open Offer of US$137.0 million (£99.4 million).
  • Ayman Asfari has irrevocably committed to invest at least US$38 million in the Capital Raise and to vote in favour of the corresponding resolutions at the General Meeting.
  • All directors in addition to Mr Asfari have committed to invest in the Company, in connection with the Capital Raise at the Issue Price.

 

Petrofac Chairman René Médori said: "Support from all our shareholders and debt providers in the refinancing plan will provide the company with a stable platform from which to grow and look to the future with confidence. I welcome the continuing support of our largest shareholder and fellow Board member Ayman Asfari, as Petrofac moves on to the next chapter of its history."

 

Sami Iskander, Group Chief Executive of Petrofac, said: "Petrofac has a tremendous opportunity over the coming years to grow and re-establish itself as one of the world's leading providers of critical services to the energy industry. Following a quieter period during the pandemic, we see activity in our markets increasing significantly at a time when the full potential of our business has been unlocked - in recent years we have refocused on compliance, rebased our cost competitiveness, and now we are re-energised under a new team and a new strategy. The completion of the financing will cement a fantastic platform from which I am confident that we will deliver significant shareholder value over the coming years."

 

Ayman Asfari said: "I am pleased to support today's fund raise which, after more than four difficult years, puts the company squarely back on the path to recovery. I look forward to Sami and his leadership team restoring Petrofac to its greatest potential."

 

The Firm Placing and Placing are being conducted by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this ann...

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