Prosafe SE is pleased to announce the successful completion of a private placement of 13,000,000 new shares.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Prosafe SE ("Prosafe" or the "Company") is pleased to announce the successful completion of a private placement of 13,000,000 new shares (the "Private Placement") directed towards Norwegian and international institutional investors after close of the Oslo Stock Exchange on 14 March 2013. The over-subscribed placement was made at a subscription price of NOK 58 per share, and the share capital increase represents approximately 5.7 per cent of the outstanding shares in the Company. Gross proceeds from the Private Placement amount to NOK 754 million.
The proceeds from the Private Placement will be used to fund value enhancing growth investments. The prospects and fundamentals of the accommodation market remain attractive. The long-term demand for accommodation vessels is being supported by high exploration and production activity, oil companies' continued strong focus on increased oil recovery from existing fields and recent new discoveries leading to hook-up and commissioning projects.
The issuance of the new shares was resolved by the Company's board of directors pursuant to an authorisation granted at the Company's annual general meeting on 23 May 2012. Following the completion of the Private Placement, Prosafe's share capital will be increased by EUR 3,250,000 to EUR 60,734,197.5 divided on 242,936,790 shares with a nominal value of EUR 0.25 per share each.
Payment and delivery of allocated new shares to the investors is expected to be on or about 20 March 2013. The new shares will be tradable on the Oslo Stock Exchange as soon as the new shares have been registered in VPS, which is expected to take place on or about 18 March 2013.
ABG Sundal Collier Norge ASA and SEB acted as Joint Managers and Joint Bookrunners for the Private Placement.
Prosafe is the world's leading owner and operator of semi-submersible accommodation vessels. Operating profit reached USD 222.4 million in 2012 and net profit was USD 177.5 million. The company operates globally, employs 550 people and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to www.prosafe.com.
Larnaca, 15 March 2013
Georgina Georgiou, General Manager
Prosafe SE
For further information, please contact:
Media, analysts and investors
Karl Ronny Klungtvedt, Chief Executive Officer
Prosafe Management AS
Phone: +47 908 81 657
Sven Børre Larsen, Chief Financial Officer
Prosafe Management AS
Phone: +47 909 43 673
Analysts and investors
Cecilie Helland Ouff, Finance and IR Manager
Prosafe AS
Phone: +47 51 64 25 20 / +47 991 09 467
***
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Prosafe SE ("Prosafe" or the "Company") is pleased to announce the successful completion of a private placement of 13,000,000 new shares (the "Private Placement") directed towards Norwegian and international institutional investors after close of the Oslo Stock Exchange on 14 March 2013. The over-subscribed placement was made at a subscription price of NOK 58 per share, and the share capital increase represents approximately 5.7 per cent of the outstanding shares in the Company. Gross proceeds from the Private Placement amount to NOK 754 million.
The proceeds from the Private Placement will be used to fund value enhancing growth investments. The prospects and fundamentals of the accommodation market remain attractive. The long-term demand for accommodation vessels is being supported by high exploration and production activity, oil companies' continued strong focus on increased oil recovery from existing fields and recent new discoveries leading to hook-up and commissioning projects.
The issuance of the new shares was resolved by the Company's board of directors pursuant to an authorisation granted at the Company's annual general meeting on 23 May 2012. Following the completion of the Private Placement, Prosafe's share capital will be increased by EUR 3,250,000 to EUR 60,734,197.5 divided on 242,936,790 shares with a nominal value of EUR 0.25 per share each.
Payment and delivery of allocated new shares to the investors is expected to be on or about 20 March 2013. The new shares will be tradable on the Oslo Stock Exchange as soon as the new shares have been registered in VPS, which is expected to take place on or about 18 March 2013.
ABG Sundal Collier Norge ASA and SEB acted as Joint Managers and Joint Bookrunners for the Private Placement.
Prosafe is the world's leading owner and operator of semi-submersible accommodation vessels. Operating profit reached USD 222.4 million in 2012 and net profit was USD 177.5 million. The company operates globally, employs 550 people and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to www.prosafe.com.
Larnaca, 15 March 2013
Georgina Georgiou, General Manager
Prosafe SE
For further information, please contact:
Media, analysts and investors
Karl Ronny Klungtvedt, Chief Executive Officer
Prosafe Management AS
Phone: +47 908 81 657
Sven Børre Larsen, Chief Financial Officer
Prosafe Management AS
Phone: +47 909 43 673
Analysts and investors
Cecilie Helland Ouff, Finance and IR Manager
Prosafe AS
Phone: +47 51 64 25 20 / +47 991 09 467
***
IMPORTANT INFORMATION
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be sold within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward -looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.
This press release is for information purposes only and shall not constitute or be construed as an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Hong Kong, Japan, the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be sold within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A"), through affiliates of the managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward -looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. None of the Company, the managers or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Except as may be required by applicable law or stock exchange regulation, neither the Company nor the managers, or any of their affiliates or advisors, assume any obligation to update any forward-looking statements or to confirm these forward-looking statements to actual results.
This information is subject of the disclosure requirements set out in Section 5-12 of the Norwegian Securities Trading Act.