Sequa Petroleum N.V.

Capital/Financing Update • Mar 16, 2016

Sequa Petroleum N.V. Announces Proposed Secured Bond Offerings

Sequa Petroleum N.V. Announces Proposed Secured Bond Offerings

NOT FOR DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA,

AUSTRALIA, CANADA OR JAPAN, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR

SALES WOULD BE PROHIBITED BY APPLICABLE LAW    

Sequa Petroleum N.V. (the "Company") announces proposed secured bond

offerings to finance its plans in relation to the acquisition of a 15%

interest in Gina Krog. This acquisition agreement was announced on 19 October

2015 and the Company released updated information on Gina Krog on 14 March

The Company, through its wholly-owned subsidiary Tellus Petroleum AS, is

planning the issuance of up to USD 275 million senior secured bonds due 2019

in the Nordic bond market. These bonds will be secured by a first lien

security over the Gina Krog interest that is being acquired.

In addition, the Company is planning the issuance of up to USD 200 million

second lien secured high yield bonds due 2021. These bonds will be secured by

a second lien security over the Gina Krog interest that is being acquired, and

a first lien security over the Company's shareholding in Tellus Petroleum

Invest AS, among other things. Anoa Capital SA has been engaged as lead

manager and bookrunner for the high yield bond issue.

Sapinda companies, as strategic shareholders, have provided USD 123

million in equity funding commitments to the Company, of which approximately

USD 80 million will be utilised to complete the transaction, with the

remainder available for ongoing corporate costs.

As part of the funding process, the Company will be seeking consents from

holders of its outstanding USD 204.4 million existing Convertible Bonds due

2020 and issued by the Company in April 2015. These consents will allow the

Company and its subsidiaries to provide all security interests required for

the proposed financing structure, and to extend the maturity date of the

existing Convertible Bonds to 29 April 2022. The issuance of the Tellus

Petroleum AS senior secured bonds and the Company's secured high yield bonds

is conditional on the successful completion of such exercise. The further USD

95.6 million Convertible Bonds due 2020, previously issued and held on behalf

of the Company, have been cancelled.

About the Company  

The Company is an oil and gas company registered in the Netherlands, with

its principal office in London and listed on Euronext Marché Libre. In 2014,

the Company established an operating presence in Kazakhstan, acquiring 75% of

the Aksai licence which has subsequently been drilled and is currently being

evaluated. In 2015, the Company established a presence in Norway, acquiring

Tellus Petroleum Invest AS as a 100% subsidiary. Tellus Petroleum AS, a wholly

owned subsidiary of Tellus Petroleum Invest AS, has subsequently entered into

a sale and purchase agreement with Total to purchase a 15% interest in the

Gina Krog field and with OMV to acquire approximately 0.6% of the Ivar Aasen

field.

The Company's audited financial statements for the year ended 31 December

2015 are available on the Company's website at

http://www.sequa-petroleum.com/corporate.

This announcement is not for publication or distribution, directly or

indirectly, in or into the United States of America (including its territories

and possessions, any state of the United States and the District of Columbia).

This announcement is not an offer of securities for sale in the United

States. The securities referred to herein have not been and will not be

registered under the U.S. Securities Act of 1933, as amended, and may not be

offered or sold in the United States, except pursuant to an applicable

exemption from registration. No public offering of securities is being made in

the United States. This announcement is only distributed to and aimed at (i)

persons outside the United Kingdom, (ii) professional investors as per Article

19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

Order 2005/1529 (the "Order") or (iii) high net worth companies and other high

net worth persons as per Articles 48 and 49 of the Order (these persons

jointly being termed "qualified persons"). All of the securities named herein

are available only to qualified persons and any invitation, offer or agreement

to subscribe to, buy or otherwise acquire them is made only to qualified

persons. Persons who are not qualified persons should on no account act with

regard to or in confidence in this information or its contents.

This announcement is for information purposes only and does not constitute

an offer to sell, or a solicitation or an offer to buy any securities referred

to herein. In connection with this transaction, there has not been, nor will

there be, any public offering of securities. No prospectus will be prepared in

connection with the offering of the securities. The securities may not be

offered to the public in any jurisdiction in circumstances which would require

Sequa Petroleum N.V. or Tellus Petroleum AS to prepare or register any

prospectus or offering document relating to the securities in such

jurisdiction. The distribution of announcement and the offer and sale of the

securities in certain jurisdictions may be restricted by law.

For more information please visit http://www.sequa-petroleum.com or

contact: 

Jacob Broekhuijsen, Chief Executive Officer +44(0)203-728-4450 

info@sequa-petroleum.com 

This is a disclosure announcement from PR Newswire.