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Prosafe SE

Capital/Financing Update Sep 5, 2016

3718_iss_2016-09-05_c9ae9974-3acd-4977-af62-64b2c73aca13.html

Capital/Financing Update

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Prosafe SE: All lender approval secured - refinancing to be completed

Prosafe SE: All lender approval secured - refinancing to be completed

Reference is made to previous announcements concerning the proposed refinancing

(the "Refinancing") of Prosafe SE ("Prosafe" or the "Company") as announced on

7 July 2016.

All lenders of Prosafe's USD 1,300 million and USD 288 million bank facilities

have now confirmed their approval in favour of the Refinancing. With this, the

Company is pleased to note that the Refinancing has been supported by all

relevant stakeholders, and that the conditions for the Refinancing have been

fulfilled.

The Company will now proceed with execution of relevant amendment agreements and

completion of the Refinancing, including (i) issuance of the new shares in

connection with the private placement closed on 12 July 2016 and (ii) the

conversion of the Company's senior unsecured bond loans to cash, shares and

convertible bonds. In this respect, the Company is now working under the

following tentative timeline:

Step|Date |Action

----+-----------------+---------------------------------------------------------

1 |9 September 2016 |Execution of relevant bank and bond documentation

----+-----------------+---------------------------------------------------------

2 |12 September 2016|Managers to pre-fund private placement amount

----+-----------------+---------------------------------------------------------

3 |12 September 2016|Record date for cash out option and convertible bond

| |exchange

----+-----------------+---------------------------------------------------------

4 |13 September 2016|Private placement shares issued to managers

----+-----------------+---------------------------------------------------------

5 |14 September 2016|Delivery of shares to subscribers in the private

| |placement (subject to due and timely payment).

----+-----------------+---------------------------------------------------------

6 |14 September 2016|Redemption of bonds against settlement of the voluntary

| |cash-out option and issuance of convertible bonds.

----+-----------------+---------------------------------------------------------

7 |14 September 2016|Record date for remaining forced cash redemption

----+-----------------+---------------------------------------------------------

8 |16 September 2016|Settlement of the remaining forced cash redemption

----+-----------------+---------------------------------------------------------

9 |16 September 2016|Record date for conversion of remaining bonds to shares

----+-----------------+---------------------------------------------------------

10 |20 September 2016|Conversion of remaining bonds to new shares

Any delay in the date of execution of relevant documents will lead to

corresponding delay for the other dates. Further updates will be given in due

course.

Pending completion of the publication of the prospectus for the subsequent

equity offering and completion of the capital reduction described in the

Refinancing terms, the shares to be issued as part of the private placement and

debt conversion will be unlisted Class A shares. The Class A shares, once

issued, will be listed on the Norwegian OTC list (N-OTC).

With respect to the subsequent equity offering, this will be launched upon

publication of the offering and listing prospectus to be approved by relevant

authorities, currently expected end of September / early October 2016. As

previously announced, shareholders as of close of trade on 12 July 2016 (as

recorded in VPS on 14 July 2016) not allocated shares in the private placement

will, subject to applicable restrictions, receive non-transferable subscription

rights for up to 504,000,000 shares. The subscription price in the subsequent

equity offering will be NOK 0.25. Eligible shareholders will be able to

oversubscribe in the repair issue. It is expected that allocation will be made

according to the following principles and order (a) allocation based on

subscription rights; (b) allocation to oversubscribing eligible shareholders up

to an additional 40,000 shares, and (c) pro rata allocation to oversubscribing

eligible shareholders (based on subscription rights). Further information on

timing, terms and how to participate, will be announced in due course, and

described in the prospectus.

With the completion of the Refinancing, the Company will as previously reported

have greater financial flexibility throughout the period until the end of 2020,

including a solid liquidity buffer to weather a prolonged market downturn. The

combined effect of the Refinancing improves the Company's 2017 to 2020 cash flow

by ca. USD 1 billion from a combination of new build investment reduction, new

equity, amortization holidays, bond conversions and restructuring of the hedge

portfolio. The refinancing combined with the reorganization and efficiency

measures, completion of the fleet renewal and the scrapping will allow the

Company to be well placed to reinforce its leading position in the global

accommodation market beyond 2020.

Prosafe is the world's leading owner and operator of semi-submersible

accommodation vessels. The company is headquartered in Larnaca, Cyprus and

listed on the Oslo Stock Exchange with ticker code PRS. For more information,

please refer to www.prosafe.com.

Larnaca, 5 September 2016

Georgina Georgiou, General Manager

Prosafe SE

For further information, please contact:

Glen Ole Rødland, Interim Chairman

Prosafe SE

Phone: +47 907 41 662

Stig Harry Christiansen, Acting CEO

Prosafe Management AS

Phone: +47 478 07 813

Robin Laird, Acting CFO

Prosafe Offshore Services Pte Limited

Phone: +65 81 27 21 01

Cecilie Helland Ouff, Senior Manager Finance and Investor Relations

Prosafe AS

Phone: +47 991 09 467

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

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