Offering by Maurel & Prom of OCEANE due July 31, 2015 in an Initial Amount Equal to Approximately EUR60 Million
PARIS, July 8, 2010 /PRNewswire-FirstCall/ -- Maurel & Prom (the "Company") announces the launch today of an offering of bonds convertible into and/or exchangeable for new or existing shares (OCEANE) due July 31, 2015 (the "Bonds") in a initial principal amount of approximately EUR60 million, or up to approximately EUR70 million in the event the extension clause is exercised in full and EUR80 million in the event the over-allotment option granted to BNP Paribas (the "Lead Manager and Bookrunner") is exercised in full.
This offering aims to contribute to financing the acquisition transactions in progress in Nigeria, of the OML 4, 38 and 41, by SEPLAT, in which Maurel & Prom holds a 45% interest. The final closing for the transfer of properties to SEPLAT is planned for the end of this month. Negotiations regarding a possible acquisition of all or some of the NNPC's rights in the blocks mentioned above will require the deposit of a minimum guarantee.
In addition, the financing of the Nigerian share of SEPLAT is still in negotiations and should be finalized as from late September. In the meantime, Maurel & Prom will provide bridge cash financing until that date.
This offering of OCEANEs limited to qualified investors will enable Maurel & Prom's to maintain the rhythm of its development programs underway in Gabon. The treasury shares of Maurel & Prom could be used in priority upon conversion of the Bonds.
The Bonds will be issued at par, representing an issue premium of between 30% and 35% over the reference price[1] of Maurel & Prom shares on Euronext Paris. The Bonds will entitle the holders to receive Maurel & Prom shares at the ratio of one share for one Bond, subject to any further adjustments. The Bonds will bear interest at an annual rate of between 6.625% and 7.125% and will be redeemed at par on July 31, 2015. The Bonds may be subject to early redemption under certain conditions.
This press release does not constitute an offer to purchase the Bonds and Bonds will not be offered to the public in any country. The offering of the Bonds will be made in a private placement in France and outside France in accordance with article L.421-2-II of the French Code Monetaire et Financier.
The final terms of the Bonds will be fixed on July 8, 2010.
The settlement and delivery date of the Bonds is expected to be July 28, 2010.
Application will be made to list the Bonds on the Euro MTF Market of the Luxembourg Stock Exchange.
BNP PARIBAS is acting as Sole Manager and Bookrunner of the transaction.
Maurel & Prom is listed on Euronext Paris - compartment A - CAC
mid 100 Indice
Isin FR0000051070/ Bloomberg MAU.FP/ Reuters MAU.PA
Important notice
This press release is an advertisement and not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003 (as implemented in each member State of the European Economic Area (the "Member States"), the "Prospectus Directive"). No action is or will be taken in any member state of the European Economic Area to make an offer to the public of securities requiring the publication of a prospectus in any such member state.
This press release does not, and shall not, in any circumstances constitute a public offering by Maurel & Prom of Bonds nor an invitation to the public in connection with any offer. No action has been or will be taken in any country or jurisdiction that would permit a public offering of the Bonds, or the possession or distribution of this press release or any other offering or publicity material relating to the Bonds, in any country or jurisdiction where action for that purpose is required. The offering or subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. Maurel & Prom takes no responsibility for any violation of any such restrictions by any person.
The Bonds will be offered only to qualified investors within the meaning of the Prospectus Directive.
In relation to each Member State which has implemented the Prospectus Directive (each, a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of the Bonds requiring a publication of a prospectus in any Relevant Member State. As a result, the Bonds may only be offered in Relevant Member States: (a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; (b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than EUR43,000,000 and (3) an annual net turnover of more than EUR50,000,000, as shown in its last annual or consolidated accounts; or (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive.
The Bonds will not be offered or sold, and this press release or any other offering or publicity material relating to the Bonds may not be distributed, in the Republic of France, except to (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifies) acting for their own account, other than individuals, all as defined in, and in accordance with, articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monetaire et financier and applicable regulations thereunder.
This press release is for distribution only to persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial promotion) Order 2005, (iii) are "high net worth entities" and other persons, to whom this press release may be legally distributed within the meaning of Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) are any other person to whom this press release may be communicated under applicable law (all such persons together being referred to as "Qualified Persons"). The Bonds are intended only for Qualified Persons, and no invitation, offer or agreements to subscribe, purchase or otherwise acquire such Bonds may be proposed or concluded other than with Qualified Persons. Any person other than a Qualified Person may not act or rely on this press release or any provision thereof.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase any securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state within the United States, and may not be offered or sold in the United States except in a transaction not subject to, or pursuant to an applicable exemption from, the registration requirements of the Securities Act or any state securities laws. This press release and the information contained herein may not be distributed or sent into the United States. No offering of the Bonds is being made in the United States.
This press release contains forward-looking statements based on estimates and assumptions. Forward-looking statements include, among other things, statements concerning the business, future financial condition and prospects of the Issuer. For each of these statements, you should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although it is believed that the expectations reflected in these forward-looking statements are reasonable, there is no assurance that the actual results or developments anticipated will be realized or, even if realized, that they will have the expected effects on the business, financial condition or prospects of the Issuer. These forward-looking statements speak only as of the date on which the statements were made, and no obligation has been undertaken to publicly update or revise any such forward-looking statements except as required by applicable laws and regulations.
In accordance with the terms of the Underwriting Agreement to be entered into between the Company and the Manager, BNP Paribas, acting as stabilizing Manager (or any other affiliated institution) will have the ability, but not the obligation, as from the moment on which the final terms of the Bonds and the Offering become public, i.e. on July 8, 2010, to intervene, so as to stabilize the market for the Bonds and possibly the Shares of the Company, in accordance with applicable legislation, and in particular Regulation (EC) No. 2273/2003 of the commission dated december 22, 2003. If implemented, such stabilization activities may be suspended at any time and will end on July 23, 2010, in accordance with article 8.5 of CE Regulation No.2273/2003. Such transactions could affect the price of the Bonds and/or Shares of the Company and could result in such prices being higher than those that might otherwise prevail.
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Not for distribution in the United States, Canada, Australia or Japan.
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[1] The reference price will be equal to the volume-weighted average price of Maurel & Prom's shares on Euronext Paris from the opening of trading on July 8, 2010 until the final terms of the Bonds are fixed.
For more information,
Contact:
INFLUENCES
Clementine Dourne
+33-1-42-72-46-76
[email protected]
Catherine Durand-Meddahi
+33-1-42-72-46-76
[email protected]
SOURCE Maurel & Prom
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