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 OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange release from Polarcus Limited ("Polarcus" or the "Company") (OSE: PLCS) published yesterday, 25 January 2018 regarding the contemplated private placement of shares in the Company.
The Company announces today that it has conditionally allocated binding subscriptions for 230,769,231 new shares at a subscription price of NOK 1.3 raising NOK 300 million in gross proceeds through a private placement (the "Private Placement").
ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA acted as joint managers (the "Managers") in the Private Placement.
The completion of the Private Placement is subject to the satisfaction of the following conditions (the "Closing Conditions"):
i. credit committee approvals and final documentation from the bank financing parties under the existing USD 410 million fleet bank facility including, among others, DNB Bank ASA, DVB Bank SE, Nordic Branch, Garanti-instituttet for Eksportkreditt ("GIEK"), Eksportkreditt Norge AS and Eksportfinans ASA to, inter alia, a general extension of the fixed amortization freeze and removal of or amendment to several covenants;
ii. credit committee approval and final documentation from DNB Bank ASA in relation to an increased and amended working capital facility and a new facility to fully fund the Company's cost of terminating a swap and credit support arrangement;
iii. the bondholders of the Company's NOK unsecured bond issue with ISINs NO 0010714389 and NO0010757255 (the "NOK Unsecured Bond"), USD unsecured bond issue with ISINs NO0010680150 and NO0010757248 (the "USD Unsecured Bond") and convertible bond issue with ISINs NO 001 0670435 (the "Secured Bonds"), NO 001 0757263 ("CB Tranche B") and NO 001 0757271 ("CB Tranche C") (the NOK Unsecured Bond, the USD Unsecured Bond, the CB Tranche B and CB Tranche C collectively, the "Unsecured Bonds") approving certain amendments to the Unsecured Bonds and the Secured Bonds;
iv. credit committee approval and final documentation from DVB Bank SE, Nordic Branch and GIEK, among others, in relation to the new loan provided for the acquisition of "Polarcus Nadia" and "Polarcus Naila"; and
v. required approvals at an extraordinary general meeting of the Company.
The Private Placement will be cancelled if the closing conditions have not been fulfilled by 15 March 2018.
The EGM is expected to be held on or about 19 February 2018 (the "EGM"). Following and subject to completion of the Private Placement, the Company will have an issued share capital of USD 38,420,777.0 divided into 384,207,770 shares, each with a par value of USD 0.1.
Following an assessment of the Company's financial condition, the need for new investors and preferred timing of the equity issue, the Board of Directors decided that it is in the Company's and shareholders' best interests to carry out the equity raise as a Private Placement.
The Board will propose to the EGM to conduct a subsequent offering of up 30,769,231 shares raising approximately NOK 40 million at the same price per share as the Private Placement (the "Subsequent Offering") to existing shareholders in the Company as of the end of trading on 25 January 2018, as registered in the VPS as of the end of 29 January 2018, allocating a preference to such existing shareholders who were not invited to participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders"). Non-tradable subscription rights will be awarded. The existing Shares in the Company will trade exclusive of the right to participate in the Subsequent Offering from and including 26 January 2018.
The Repair Issue is fully underwritten by Bybrook Capital, currently holding 14.5% of the shares outstanding. Bybrook Capital will receive an underwriting fee of 5% of the gross proceeds from the Repair Issue. Bybrook Capital's underwriting undertaking is subject to customary conditions including no mandatory bid.
Such Subsequent Offering is subject to completion of the Private Placement and the shareholders at an EGM voting in favor of an ordinary resolution to increase the authorized share capital required to conduct the Private Placement and the Subsequent Offering and issue the necessary shares.
The following primary insiders were allocated shares in the Private Placement:
Chairman of the board Peter Rigg, was allocated 153,846 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 228,846 Shares, corresponding to 0.06% of the issued share capital after completion of the Private Placement.
Board member Carl-Peter Zickerman (through his wholly owned companies Zickerman Group Ltd), was allocated 15,385,000 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 33,225,360 Shares, corresponding to 8.65% of the issued share capital after completion of the Private Placement.
Board member Tom Henning Slethei (through his wholly owned company Alto Holding AS), was allocated 5,945,000 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 10,945,001 Shares, corresponding to 2.85% of the issued share capital after completion of the Private Placement.
Board member Erik Mathiesen (through his wholly owned company SISU Holding AS), was allocated 192,308 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 267,308 Shares, corresponding to 0.07% of the issued share capital after completion of the Private Placement.
Duncan Eley, CEO of Polarcus, was allocated 384,616 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 489,616 Shares, corresponding to 0.13% of the issued share capital after completion of the Private Placement.
Hans-Peter Burlid, CFO of Polarcus, was allocated 153,846 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 157,596 Shares, corresponding to 0.04% of the issued share capital after completion of the Private Placement.
Caleb Raywood, General Counsel of Polarcus, was allocated 134,615 shares in the Private Placement, subject to completion of the Private Placement he will hold a total of 134,615 Shares, corresponding to 0.04% of the issued share capital after completion of the Private Placement.
Tamzin Steel, SVP People & Business Services of Polarcus, was allocated 134,615 shares in the Private Placement, subject to completion of the Private Placement she will hold a total of 134,615 Shares, corresponding to 0.04% of the issued share capital after completion of the Private Placement.
Contacts
Duncan Eley, CEO
+971 4 436 0915
duncan.eley@polarcus.com
Hans-Peter Burlid, CFO
+971 50 559 8175
hp.burlid@polarcus.com
About Polarcus
Polarcus (OSE: PLCS) is an innovative marine geophysical company with a pioneering environmental agenda, delivering high-end towed streamer data acquisition and imaging services from Pole to Pole. Polarcus operates a fleet of high performance 3D seismic vessels incorporating leading-edge maritime technologies for improved safety and efficiency. Polarcus offers contract seismic surveys and multi-client projects with advanced onboard processing solutions and employs over 400 professionals worldwide. The Company's principal office is in Dubai, United Arab Emirates. For more information, visit www.polarcus.com
Disclaimer
The information included herein may contain forward-looking statements. Forward- looking statements include all statements that are not historical facts, including but not limited to statements expressing or implying the Company's intent, belief or current expectations with respect to, among other things, forecasts, estimates, and predictions. Such forward-looking statements necessarily involve risks and uncertainties and are dependent on assumptions, information, data or methods that may be incorrect or imprecise. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized. Some factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, developments in the oil and gas industry, the demand for seismic services, the demand for data from the Company's multi-client library, currency risks, political risks, regulatory risks, and unexpected operational setbacks. For a further description of other relevant risk factors we refer to our 2016 Annual Report. The reservation is also made that inaccuracies or mistakes may occur in the information given above concerning the current status of the Company or its business. Any reliance on the information given above is at the risk of the reader, and Polarcus disclaims any and all liability in this respect.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.