Prosafe SE

Second quarter and first half report 2016 - Seite 3

On 13 July 2016, the Company announced that it had completed the private placement of new shares. The private placement of minimum USD 130 million and maximum USD 150 million, conducted as an accelerated book-building with preferred allocation for shareholders and bondholders, was fully subscribed. The final amount of new shares to be issued would be determined on the basis of the amount required for the cash-out of bonds under the refinancing.
On 11 August 2016, the Company announced that the bondholders had exercised the cash-out option for NOK 242 million. As per the terms of the proposed refinancing, the clearing price was therefore set to 35% of current face value of the bonds. The difference between NOK 84.7 million (35% of NOK 242 million) and the minimum cash-out amount (NOK 336 million) will be applied for a pro-rata redemption across remaining bonds as part of the refinancing.
Further, based upon received requests from bondholders, the Company will, as part of the refinancing, issue a convertible bond of NOK 82.79 million convertible into 331,163,764 new shares. Adjusted for the cash-out amount and the convertible bond, the remaining bonds will be converted to 1,396,836,250 new shares in Prosafe through a debt to equity conversion. As a result of the minimum cash-out amount being exercised, the Company will issue 4,368,000,000 new shares in the private placement.
The refinancing was approved by the requisite majorities in the Company's bond loans on 12 August 2016. On 23 August 2016 the Extraordinary General Meeting of Prosafe resolved to authorise the issuance of the shares and convertible bonds as described above.
Currently, bank lenders representing 89% (in aggregate) of Prosafe's USD 1,300 million and USD 288 million bank facilities have confirmed credit approval or agreement-in-principle in favour of the refinancing. The Company is working constructively with the bank syndicate to obtain the remaining credit approvals and secure the required all lender support. The refinancing is expected to be completed by end August / beginning of September 2016.
Reorganisation and rationalisation
As announced on 26 July 2016, as a part of its cost efficiency measures reported in connection with the company's Q1 2016 report, Prosafe is implementing a reorganisation of the group's shore-based business resulting in a leaner organisation around a smaller and partly changed group management team.