Polarcus completes financial restructuring and issues private placement shares
1 Mar 2018
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 releases published by Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) on 25 January 2018 regarding the restructuring of the Company’s balance sheet (the “Restructuring”), and on 23 February 2018 regarding the satisfaction of the conditions for the Private Placement.
Polarcus is pleased to announce that 230,769,231 new shares of a par value of USD 0.10 each (the “Private Placement Shares”), authorized by the Company in connection with the Private Placement, have been validly issued and delivered to the investors who were allocated shares in the Private Placement. Accordingly, all Closing Conditions for the Restructuring have now been completed and the Effective Date for the amendments to the Company’s Bond Issues (described in its stock exchange release dated 12 February 2018) is 1 March 2018.
Following the issuance of the Private Placement Shares, the Company has an issued share capital of USD 38,420,777 divided into 384,207,770 shares, each with a par value of USD 0.10. All shares have equal rights in all respects, including with respect to voting and dividends. The Private Placement Shares have been issued on a separate ISIN being KYG7153K1739, 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, being KYG7153K1085, 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 2 March 2018, until the listing on Oslo Børs.
The Company will initiate the processes required for completing the conversion of unsecured bonds to shares in the Company as described in the Company’s stock exchange notice on 13 February 2018 (the “Bond Conversion”). Before the Bond Conversion takes place, the outstanding principal amount under the Company’s bond issues will be significantly reduced (the “Bond Write Down”). After completion of the Bond Write Down, the new outstanding amount under the convertible bond issue, the USD unsecured bond issue and the NOK unsecured bond issue will be USD 8,597,550, USD 26,263,750 and NOK 94,960,000 respectively. The outstanding amount under each bond issue will be further reduced following the Bond Conversion.
The preliminary result of the Bond Conversion estimates that 98,868,742 new shares will be issued to holders of unsecured bonds (the “Bond Conversion Shares”). The Bond Conversion Shares are expected to be delivered to the bondholders who elected to receive and have been allotted such shares on or about 13 March 2018.
Following the issuance of the Bond Conversion Shares, the Company is expected to have an issued share capital of USD 48,307,651.2 divided into 483,076,512 shares, each with a par value of USD 0.10. All shares have equal rights in all respects, including with respect to voting and dividends. The Bond Conversion Shares will be issued on the same ISIN as the Private Placement Shares, being KYG7153K1739, and will not be tradable on Oslo Børs until a prospectus has been approved and made public, following which the Bond Conversion Shares will be transferred to the Company’s ordinary ISIN, being KYG7153K1085, and will be listed and tradable on Oslo Børs. The Bond Conversion Shares are expected to be listed on Merkur Market under the ticker PLCS-ME from on or about 14 March 2018, until the listing on Oslo Børs.
As previously announced, following approval of the prospectus (which is expected to occur before the end of March, 2018), the Company shall conduct a fully underwritten subsequent offering of 30,769,231 shares raising NOK 40 million with a subscription price of NOK 1.30, which is the same subscription price per share as in the Private Placement.
Caleb Raywood, Company Secretary
+971 4 4360 816
Hans-Peter Burlid, CFO
+971 50 559 8175
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