Polarcus secures lender support for completion of Private Placement
7 Mar 2017
Reference is made to the stock exchange releases issued on 10 February 2017 in which Polarcus Limited (“Polarcus” or the “Company”) (OSE: PLCS) announced it had conditionally accepted binding subscriptions for new shares in a private placement (the “Private Placement”).
The Company is pleased to announce that the required credit committee and board approvals from the bank financing parties under the Fleet Bank Facility and DNB Bank ASA with respect to the working capital facility have been obtained.
All the conditions for completion of the Private Placement set out in the Company’s stock exchange release published on 10 February 2017 are thus satisfied.
The Company’s board of directors has resolved to issue 1,000,000,000 new shares each with a par value of USD 0.01 at a subscription price of NOK 0.33 per shares (the “New Shares”) to investors that have been allocated new shares in the Private Placement. The Company will after completion of the Private Placement, have an issued share capital of USD 15,304,729.47 divided into 1,530,472,947 shares, each with a par value of USD 0.01.
The New Shares are expected to be delivered to investors on or about 8 March 2017 subject to payment of the subscription amount. The New Shares will be issued under a separate ISIN number, being KYG7153K1572, and will not be tradable on Oslo Børs until a prospectus has been approved and made public, following which the New Shares will be transferred to the Company’s ordinary ISIN and will be listed and tradable on Oslo Børs. The New Shares are expected to be listed on Merkur Market under the ticker PLCS-ME from and including 8 March 2017 until the listing on Oslo Børs.
The Company shall, as previously announced following approval of the prospectus (which is expected to be before the end of March, 2017), conduct a subsequent offering of up to 122,000,000 shares raising up to approximately NOK 40 million at the same price per share as the Private Placement (the “Subsequent Offering”). The Company will allocate a preference in the Subsequent Offering to existing shareholders in the Company as of the end of trading on 9 February 2017, as registered in the VPS as of the end of 13 February 2017, who did not 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. Non-tradable subscription rights will be awarded. The existing shares in the Company have been trading exclusive of the right to participate in the Subsequent Offering from and including 10 February 2017.
ABG Sundal Collier and Wiersholm have acted as advisors for Polarcus in connection with the Private Placement and the related process.
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 nearly 500 professionals worldwide. The Company’s principal office is in Dubai, United Arab Emirates. For more information, visit www.polarcus.com