Polarcus announces satisfaction of conditions for Private Placement

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 issued on 25 January 2018 in which Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) launched an equity private placement (the “Private Placement”) and announced a comprehensive financial restructuring with key stakeholder support (the “Restructuring”).

Reference is also made to the stock exchange releases issued on 12 February 2018 in which the Company announced approval of the Restructuring in bondholders’ meetings in the Company’s bond issues and the stock exchange release issued on 15 February 2018 in which the Company announced approval of, inter alia, the Private Placement by the Company’s shareholders at the Extraordinary General Meeting.

Polarcus is now pleased to announce that the Company has entered into amended financing agreements as contemplated by the Restructuring. The final conditions for completion of the Private Placement have thus been fulfilled.

The 230,769,231 new shares to be issued in the Private Placement (the “Private Placement Shares”) are expected to be delivered to investors who have been allocated Private Placement Shares on or about 28 February 2018.

Following the issue of the Private Placement Shares, the Company will have an issued share capital of USD 38,420,777 divided into 384,207,770 shares of a nominal or par value of USD 0.10 each.

The Private Placement Shares will be issued under a separate ISIN number, being KYG7153K1408, and will not be tradable on Oslo Børs until a prospectus has been approved and made public, following which the Private Placement Shares will be transferred to the Company’s ordinary ISIN and will be listed and tradable on Oslo Børs. The Private Placement Shares are expected to be listed on Merkur Market under the ticker PLCS-ME from and including 2 March 2018. The Private Placement Shares will remain listed at Merkur Market until the listing on Oslo Børs.

BOND CONVERSION

The Bond Conversion as described in the Company’s stock exchange notice on 13 February 2018 remains subject to the Private Placement Shares being issued. The Company will initiate the processes required to complete the Bond Conversion, including the write down of Company’s unsecured bonds to the applicable call price for each ISIN in the relevant bond agreements by cancellation of unsecured bonds, as soon as the Private Placement Shares have been issued.

REPAIR OFFERING

As previously announced, following approval of the prospectus (which is expected to be approved before the end of March, 2018), the Company shall conduct a fully underwritten subsequent offering of 30,769,231 shares raising approximately NOK 40 million with a subscription price of  NOK 1.30, which is the same subscription price per share as in the Private Placement (the “Repair Offering”). The Repair Offering will be directed 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 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 will be allocated preference. Non-tradable subscription rights will be awarded.
 
Bybrook Capital LLP, as investment manager for certain funds managed by it, has agreed to underwrite the Repair Offering, and the underwriting undertaking is subject to customary conditions.
 
 

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 approximately 350 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 2017 Prospectus. 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.