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First Completion of Restructuring; Company Update
Wednesday, November 30, 2011

Reference is made to previous announcements in respect of the restructuring (the “Restructuring”) of Sevan Marine ASA (“Sevan Marine” or the “Company”). Sevan Marine is pleased to announce that it today closed the sale of FPSO Sevan Piranema and FPSO Sevan Hummingbird to Teekay and applied the associated proceeds from such sales to settle the “FRN Sevan Marine Senior Secured Callable Bond Issue 2007/2013”, ISIN NO 001 036696.6, Oslo Børs Trading Symbol “SEVAN 04” (the “Piranema Bond Loan”) and the “12.0/13.25% Sevan Marine Senior Secured Bond Issue 2010/2015”, ISIN NO 001 058295.0/001 058296.8 (the “Hummingbird Bond Loan”) in accordance with the terms of the Restructuring.

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

NO SECURITIES ARE BEING OFFERED PURSUANT TO THIS RELEASE. AN OFFERING OF ANY SECURITIES OF THE COMPANY WOULD ONLY BE MADE PURSUANT TO THE TERMS OF A PROSPECTUS PREPARED FOR THAT PURPOSE.

Reference is made to previous announcements in respect of the restructuring (the “Restructuring”) of Sevan Marine ASA (“Sevan Marine” or the “Company”). Sevan Marine is pleased to announce that it today closed the sale of FPSO Sevan Piranema and FPSO Sevan Hummingbird to Teekay and applied the associated proceeds from such sales to settle the “FRN Sevan Marine Senior Secured Callable Bond Issue 2007/2013”, ISIN NO 001 036696.6, Oslo Børs Trading Symbol “SEVAN 04” (the “Piranema Bond Loan”) and the “12.0/13.25% Sevan Marine Senior Secured Bond Issue 2010/2015”, ISIN NO 001 058295.0/001 058296.8 (the “Hummingbird Bond Loan”) in accordance with the terms of the Restructuring.

Further, Sevan Marine has settled the “14% Sevan Marine ASA Callable Senior Unsecured Bond Issue 2010/2014”, ISIN 001 059362.7 (the “Unsecured Bond Loan”) through (i) transfer of the Company’s shares in Sevan Drilling ASA to a special purpose vehicle owned by the bondholders in the Unsecured Bond Loan (the “Unsecured SPV”), (ii) a conversion of a part of the Unsecured Bond Loan by subscription of Norsk Tillitsmann ASA, on behalf of the bondholders in the Unsecured Bond Loan, of new shares in the Company (the “Debt Conversion”, and the resulting new shares, the “Debt Conversion Shares”); and (iii) associated transactions, including the assumption by the Unsecured SPV of the Company’s obligations under the “15 per cent Sevan Marine ASA Callable Senior Secured Bond Issue 2011/12”, ISIN NO 001 062258.2 (the “Bridge Bond Loan”);

The terms of the Restructuring further require that Teekay Corporation, or an affiliate of Teekay Corporation subscribes for new shares (the “Teekay Placement Shares”) in the Company for gross proceeds of approximately USD 25 million (or approximately NOK 141 million) (the “Teekay Placement”). Subscription and payment of the applicable subscription amount in the Teekay Placement will take place later today, and the corresponding registration of the share capital increase associated with the Teekay Placement and the Debt Conversion with the Norwegian Registry of Business Enterprises (the “Registry”) is expected to take place after close of trading on Oslo Børs today, November 30, 2011; such registration also to include a share capital reduction (the “Share Capital Reduction”) by reduction of the par value of the shares of Sevan Marine from NOK 0.20 per share to NOK 0.04 per share, followed by a reverse share split in the ratio of 100:1 (the “Reverse Share Split”), resulting in a par value for each Sevan Marine share of NOK 4.00; all in accordance with the resolutions passed at the Company’s Extraordinary General Meeting of shareholders’ held on November 14, 2011.

The Teekay Placement shares will, on a Reverse Share Split basis, constitute 21,047,276 shares of par value NOK 4.00 each, representing approximately 66.7% of the shares in the Company upon issue and prior to a subsequent offering of new shares (the “Contemplated Offering”). The Teekay Placement Shares will initially, and in anticipation of the publication of a prospectus, be registered with the Norwegian Central Securities Depositary (the “VPS”) under the ISIN NO 001 0630494 (a separate ISIN from the other shares in the Company) and not be tradeable on Oslo Børs until such publication. A portion of the Teekay Placement Shares (up to 4,476 shares after the Reverse Share Split) will be used for rounding in the Reverse Share Split.

In the Debt Conversion, 5,261,595 shares (par value NOK 4.00) will be issued, representing approximately 16.7% of the share in the Company upon issue and prior to the Contemplated Offering. The Debt Conversion Shares will initially, and in anticipation of the publication of a prospectus, be registered with the VPS under the ISIN NO 001 0630759 and not be tradable on Oslo Børs until such publication.

Upon registration of the Share Capital Reduction, the Teekay Placement, the Reverse Share Split and the Debt Conversion with the Registry, the share capital of Sevan Marine will be NOK 126,278,282, comprising of 31,569,571 shares, each with a par value of NOK 4.00.

Assuming that the Reverse Share Split is duly registered with the Registry after close of trading on Oslo Børs today, November 30, 2011, the shares of Sevan Marine are expected to trade on a reverse split basis (100:1) (par value NOK 4.00 per share) from and including December 1, 2011. Sevan Marine will issue a press release in this respect once confirmed.

In accordance with the terms of the Restructuring, the Contemplated Offering of new shares in the Company for gross proceeds of up to approximately USD 25 million (or approximately NOK 141 million) will, when made, be structured such that shareholders of Sevan Marine, and bondholders in the Unsecured Bond Loan, will be granted non-tradable and non-transferable entitlements to allocation of new shares (the “Allocation Rights”); all subject to applicable securities laws and the terms and conditions to be set out in a prospectus to be approved by the Norwegian Financial Supervisory Authority. In the Contemplated Offering, when made, (a) shareholders of Sevan Marine as at a record date (the “Record Date”) to be announced by the Company in due course (the “Eligible Shareholders”) will be granted Allocation Rights representing rights to allocation of 75%, in the aggregate, of the new shares to be offered, and (b) bondholders in the Unsecured Bond Loan who received new shares in the Company through the Debt Conversion (“Eligible Bondholders”) will be granted Allocation Rights representing rights to allocation of 25%, in the aggregate, of the new shares to be offered. Further information in respect of the Contemplated Offering will be announced separately in due course.

The sale of FPSO Sevan Voyageur (“Second Closing”), and associated Restructuring items, such as settlement of the “FRN Sevan Marine ASA Senior Secured Callable Bond Issue 2007/2012”, ISIN NO 001 039164.2, Oslo Børs Trading Symbol “SEVAN 05” (the “Voyageur Bond Loan”), is currently expected to occur in the third quarter of 2012, provided that the conditions for such closing are fulfilled. The security arrangement pertaining to the Voyageur Bond Loan has today been changed such that Norsk Tillitsmann, on behalf of the bondholders in the Sevan Voyageur Bond Loan, has released all security under the Sevan Voyageur Bond Loan in exchange for an irrevocable, unconditional and absolute payment guarantee in the amount of USD 94 million issued by Teekay Corporation in favor of the bondholders in the Sevan Voyageur Bond Loan for payment of the recovery amount pertaining to the Sevan Voyageur Bond Loan in accordance with the terms of the Restructuring.

Reference is also made to information included in the Company’s Presentation of Third Quarter Results 2011 regarding a possible sale/licence agreement for the Company’s hull no. 5. The negotiations between Sevan Marine, the purchaser and various other parties, including the potential provider of yard services, are still ongoing. There are still significant uncertainties related to the sale and licence, including conclusion of the due diligence of hull no. 5, and there can be no assurance that the parties will reach a binding agreement. The parties are discussing a potential purchase price for hull no. 5 of approximately USD 40 million and a potential licence fee of approximately USD 30 million (payable over a three year period). The parties are also discussing a possible bonus fee of USD 10 million. These terms are the subject of further negotiations and dependent on inter alia the outcome of the due diligence and the terms of the yard services.

 

Sevan Marine ASA

Contacts:

Marit Ytreeide, Press Contact (Media)

+47 901 28 308 mobile

 

Carl Lieungh, CEO, Sevan Marine ASA (Media)

+47 374 04 000 office

 

Reese McNeel, CFO, Sevan Marine ASA (Analysts)

+47 374 04 000 office

 

Company web-page: www.sevanmarine.com

 

 

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No offer to buy, sell or exchange any securities:

This  press release is issued pursuant to  the requirements of Norwegian law and the  Oslo Børs and is not an offer to buy, sell or exchange any of the securities  described herein. This press  release may not be  relied upon by any person  to  whom  it  was  not  intended  to  be  provided. The press release is explicitly not an offer of securities for sale or exchange in the United States. Securities  may not be offered or sold  in the United States absent registration or  an exemption  from registration  under the  U.S. Securities  Act of 1933, as amended.  Sevan Marine has not registered, and the Company does not intend to register, any portion of their securities in the United States.

 

Forward-looking statements:

This press release  includes  statements  that  may  constitute forward-looking statements.  Such forward-looking statements  are subject to  a variety of known and  unknown  risks,  uncertainties,  and  other  factors  that are difficult to predict  and many  of which  are beyond  Sevan Marine's  control. All statements other than statements of  historical facts included  or incorporated herein may constitute  forward-looking statements.
 
 

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© 2012 Sevan Marine ASA  • Kittelsbuktveien 5, 4836 Arendal, Norway  •  Phone: +47 37 40 40 00 •  E-mail: post@sevanmarine.com