Reference is made to previous announcements concerning the proposed refinancing (the "Refinancing") of Prosafe SE ("Prosafe" or the "Company") as announced on 7 July 2016.
All lenders of Prosafe's USD 1,300 million and USD 288 million bank facilities have now confirmed their approval in favour of the Refinancing. With this, the Company is pleased to note that the Refinancing has been supported by all relevant stakeholders, and that the conditions for the Refinancing have been fulfilled.
The Company will now proceed with execution of relevant amendment agreements and completion of the Refinancing, including (i) issuance of the new shares in connection with the private placement closed on 12 July 2016 and (ii) the conversion of the Company's senior unsecured bond loans to cash, shares and convertible bonds. In this respect, the Company is now working under the following tentative timeline:
| Step | Date | Action |
| 1 | 9 September 2016 | Execution of relevant bank and bond documentation |
| 2 | 12 September 2016 | Managers to pre-fund private placement amount |
| 3 | 12 September 2016 | Record date for cash out option and convertible bond exchange |
| 4 | 13 September 2016 | Private placement shares issued to managers |
| 5 | 14 September 2016 | Delivery of shares to subscribers in the private placement (subject to due and timely payment). |
| 6 | 14 September 2016 | Redemption of bonds against settlement of the voluntary cash-out option and issuance of convertible bonds. |
| 7 | 14 September 2016 | Record date for remaining forced cash redemption |
| 8 | 16 September 2016 | Settlement of the remaining forced cash redemption |
| 9 | 16 September 2016 | Record date for conversion of remaining bonds to shares |
| 10 | 20 September 2016 | Conversion of remaining bonds to new shares |
Any delay in the date of execution of relevant documents will lead to corresponding delay for the other dates. Further updates will be given in due course.
Pending completion of the publication of the prospectus for the subsequent equity offering and completion of the capital reduction described in the Refinancing terms, the shares to be issued as part of the private placement and debt conversion will be unlisted Class A shares. The Class A shares, once issued, will be listed on the Norwegian OTC list (N-OTC).
With respect to the subsequent equity offering, this will be launched upon publication of the offering and listing prospectus to be approved by relevant authorities, currently expected end of September / early October 2016. As previously announced, shareholders as of close of trade on 12 July 2016 (as recorded in VPS on 14 July 2016) not allocated shares in the private placement will, subject to applicable restrictions, receive non-transferable subscription rights for up to 504,000,000 shares. The subscription price in the subsequent equity offering will be NOK 0.25. Eligible shareholders will be able to oversubscribe in the repair issue. It is expected that allocation will be made according to the following principles and order (a) allocation based on subscription rights; (b) allocation to oversubscribing eligible shareholders up to an additional 40,000 shares, and (c) pro rata allocation to oversubscribing eligible shareholders (based on subscription rights). Further information on timing, terms and how to participate, will be announced in due course, and described in the prospectus.
With the completion of the Refinancing, the Company will as previously reported have greater financial flexibility throughout the period until the end of 2020, including a solid liquidity buffer to weather a prolonged market downturn. The combined effect of the Refinancing improves the Company's 2017 to 2020 cash flow by ca. USD 1 billion from a combination of new build investment reduction, new equity, amortization holidays, bond conversions and restructuring of the hedge portfolio. The refinancing combined with the reorganization and efficiency measures, completion of the fleet renewal and the scrapping will allow the Company to be well placed to reinforce its leading position in the global accommodation market beyond 2020.
Prosafe is the world's leading owner and operator of semi-submersible accommodation vessels. The company is headquartered in Larnaca, Cyprus and listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to www.prosafe.com.
Larnaca, 5 September 2016
Georgina Georgiou, General Manager
Prosafe SE
For further information, please contact:
Glen Ole Rødland, Interim Chairman
Prosafe SE
Phone: +47 907 41 662
Stig Harry Christiansen, Acting CEO
Prosafe Management AS
Phone: +47 478 07 813
Robin Laird, Acting CFO
Prosafe Offshore Services Pte Limited
Phone: +65 81 27 21 01
Cecilie Helland Ouff, Senior Manager Finance and Investor Relations
Prosafe AS
Phone: +47 991 09 467
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.