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Private Placement of shares
The Board of Directors (the "Board") of Polarcus Limited ("Polarcus" or the "Company") (OAX: PLCS) is proposing to issue shares in the region of USD 60 million through a private placement (the "Private Placement") directed at professional Norwegian and international investors. ABG Sundal Collier Norge ASA, Pareto Securities AS and SEB Enskilda AS (the "Managers") have been retained to advise on and effect the Private Placement.
The Private Placement is carried out as a part of the financing of the acquisition and completion of the vessel Polarcus Alima (under construction), upgrade of Polarcus Samur from a six-streamer vessel to an eight-streamer vessel, acquisition of additional streamer section and related in-sea equipment, and general corporate purposes, including working capital. Together with a bank facility of USD 55 million and a contemplated bond issue (as described below), the Private Placement will enable the Company to i.a. finance the acquisition and completion of Polarcus Alima.
The issue price for the Private Placement will be set through a book-building process conducted by the Managers. The minimum order in the Private Placement has been set at an amount equalling at least EUR 50,000.
The book-building period will commence today at 17:30 CET and close on Thursday 14 October 2010 at 08.30 CET. The Board may, however, at any time resolve to close or extend the application period at its own discretion. Application for shares will take place according to the Application Form defined by the Company and the Managers.
The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the Board's sole discretion.
- Allocation: on or about 14 October 2010 at the sole discretion of the Board.
- Payment of shares: on or about 19 October 2010.
- Delivery of allocated shares: on or about 19 October 2010.
The completion of the Private Placement is subject to the satisfaction of the following conditions, all of which to be met on the Settlement Date at the latest:
- Receipt of applications in the Private Placement for an aggregate amount of minimum USD 60 million; and
- A valid resolution by the Company's Board to issue the Placement Shares allocated in the Private Placement and such other corporate resolutions and actions deemed necessary to effectuate the Private Placement.
The Managers have entered into an agreement with certain shareholders to borrow existing shares. Hence shares will be delivered at allocation, and allocated shares will be immediately tradable. The share capital increase will be registered, with new shares registered at a separate ISIN number and may not be traded at Oslo Axess until the Company has issued a listing prospectus and the new shares have been registered in the VPS under the Company's ordinary ISIN.
The Board will propose to conduct a subsequent repair issue at the same price to existing shareholders not being offered or invited to participate in the Private Placement.
The Board reserves the right, at its absolute discretion, to cancel the Private Placement at any time.
Contemplated Bond Issue
The Company has appointed ABG Sundal Collier ASA and Pareto Securities AS to advise on and effect a new senior secured bond issue of 80 USD million. Terms and conditions will be announced.
Rolf Ronningen, CEO Polarcus, +971 4 436 0800 / +971 50 459 6982
Tom Henrik Sundby, CFO Polarcus, +971 4 436 0800 / +971 50 708 6480
Polarcus is a pure play marine geophysical company with a pioneering environmental agenda, specializing in high-end towed streamer data acquisition from Pole to Pole. Polarcus is launching a fleet of modern 3D seismic vessels using the innovative ULSTEIN X-BOW® design and incorporating advanced maritime technologies for improved operational efficiency with a reduced environmental footprint. Polarcus offers contract seismic surveys and multi client projects worldwide and has its principal office in Dubai, United Arab Emirates. For more information, visit www.polarcus.com
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)