Sequa Petroleum N.V. Irrevocable Undertaking to Restructuring Bonds by decisive bondholders’ majority
Further to its press release of 22 January 2019, Sequa Petroleum N.V. (the “Company”) is pleased to announce that its main shareholder Sapinda Holding B.V. together with certain affiliates (“Sapinda”), holding or otherwise controlling voting rights for a decisive majority (over 75%) of the Company’s USD 300,000,000 5.00 per cent Convertible Bonds due 2020 of which USD 204,400,000 in principal amount remain outstanding (ISIN: XS1220076779, SEQ01 PRO EC) issued by the Company in April 2015 (the “Bonds”) has committed to support the Bond restructuring described below. Sapinda have executed a Deed of Irrevocable Undertaking intended to implement a cancellation of the Bonds and the conversion of the rights of the Bondholders thereunder into rights to subscribe for new ordinary shares in the capital of the Company.
The Deed of Irrevocable Undertaking includes conditions and stipulations that: (i) the Company be authorised to create a further 748,113,198 ordinary shares (the “New Shares’’); (ii) on the settlement date, the Bonds be cancelled; (iii) each bondholder shall be entitled on the settlement date to receive 3.660045 ordinary shares for each U.S. Dollar in principal amount of Bonds it holds; (iv) the ordinary shares distribution shall be in full and final settlement of all of the bondholders’ rights under, arising out of or in any way connected with the Bonds, the trust deed or any related transaction; and (v) any existing event of default or potential event of default arising under the trust deed and the Bonds is irrevocably waived.
The Company (the Issuer of the Bonds), the trustee, the principal paying and conversion agent, the transfer agent and the registrar will take all steps that may be reasonably required to facilitate and implement the above distributions, to cancel the Bonds and to terminate any related agreement or document, in accordance with the provisions of the trust deed and agency agreement as may be necessary or appropriate to give effect to the Written Resolution of the Bondholders which has been appended to the Deed of Irrevocable Undertaking. The Company currently envisages to include the authorisation to the management board to, with the approval of the supervisory board, resolve to the issue of The New Shares to the bondholders as an item on the agenda of the Company’s upcoming 2019 annual general meeting of shareholders (“AGM”). Sapinda has indicated to adopt the Written Resolution of the bondholders shortly after the authorisation has been approved by the general meeting. The Deed of Irrevocable Undertaking stipulates that Sapinda, being the Company’s main shareholder, will approve the issue of the New Shares at the Company’s AGM. The restructuring of the Company’s debt and liabilities also includes a settlement which will eliminate a notional USD 4.5 million liability in the Company accounts.
The restructuring of the Bonds is intended to enable the Company to progress current high quality acquisition targets of production and development assets. Once the Company’s Bond debt is restructured and if the targeted investment opportunities are secured, then the realisation of these opportunities is expected to be value-accretive to the Company’s shareholders. Any material progress with business development and restructuring will be subject to further announcements.
This press release contains information that qualifies as inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. This communication includes forward-looking statements. All statements other than statements of historical facts may be forward-looking statements. Words such as possibly, expected and value accretive or other similar words or expressions are typically used to identify forward-looking statements. Forward-looking statements are subject to risks, uncertainties and other factors that are difficult to predict and that may cause actual results of the Company to differ materially from future results expressed or implied by such forward-looking statements. Such factors include, but are not limited to, risks relating to the Company’s ability to acquire new opportunities; generate positive cash flows; general economic conditions; turbulences in the global credit markets and the economy; geopolitical events; the possibility to restructure the Bonds and other factors discussed in the Company’s public filings and other disclosures. Forward-looking statements reflect the current views of the Company’s management and assumptions based on information currently available to the Company’s management. Forward-looking statements speak only as of the date they are made, and the Company does not assume any obligation to update such statements, except as required by law.
Jacob Broekhuijsen, Chief Executive Officer
+44 (0)20 3728 4450or firstname.lastname@example.org