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Anton Oilfield Services Group — Capital/Financing Update 2021
Jul 6, 2021
50819_rns_2021-07-06_724dc69e-bea5-4b9d-a527-3f16f80b0b15.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer, management, as well as financial statements. The Company does not intend to make any public offering of securities in the United States.
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(1) EXCHANGE OFFER FOR THE EXISTING NOTES (ISIN: XS2082380515; Common Code: 208238051); AND (2) PROPOSED ISSUE OF THE NEW NOTES
On 6 July 2021, the Company commenced the Exchange Offer with respect to the Existing Notes held by non-U.S. persons outside the United States. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum.
The Company has mandated Nomura and Admiralty Harbour as the Dealer Managers in relation to the Exchange Offer. The Company has also mandated D.F. King as Information and Exchange Agent for the Exchange Offer. For detailed descriptions of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum.
The Company is conducting a separate concurrent offering to issue and sell additional New Notes. The completion of the Concurrent New Money Issuance is subject to market conditions. If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance primarily to optimize its debt structure and refinance existing indebtedness and for general corporate purposes.
The Company will seek a listing of the New Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the New Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.
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Shareholders, Eligible Holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Concurrent New Money Issuance is subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance as set forth in the Exchange Offer Memorandum and summarized in the announcement. No assurance can be given that the Exchange Offer and the Concurrent New Money Issuance will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Concurrent New Money Issuance with or without conditions.
The Company may, in its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance. As the Exchange Offer and the Concurrent New Money Issuance may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the securities of the Company or the Existing Notes.
— IMPORTANT NOTICE THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND ARE OUTSIDE THE UNITED STATES. U.S. PERSONS (AS DEFINED UNDER REGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER THE EXISTING NOTES IN THE EXCHANGE OFFER.
THE EXCHANGE OFFER
Introduction
The Company is offering to exchange the Existing Notes in the aggregate principal amount up to the Maximum Acceptance Amount held by Eligible Holders in accordance with the terms and conditions as set out in the Exchange Offer Memorandum and as summarized under the “Summary of Terms of the Exchange Offer” section below.
The Exchange Offer is subject to certain conditions as described in the Exchange Offer Memorandum, including an affirmative determination by the Company that consummating the Exchange Offer is in its best interests.
Notwithstanding anything to the contrary contained herein, but subject to applicable law, the Company may, in its sole and absolute discretion, extend, withdraw or terminate the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer.
In addition to the Exchange Offer, the Company is conducting a separate concurrent offering to issue and sell additional New Notes. If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance primarily to optimize its debt structure and refinance existing indebtedness and for general corporate purposes. Nomura and Admiralty Harbour are acting as the joint global coordinators in connection with the Concurrent New Money Issuance.
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The Exchange Offer is not being made within, and the Exchange Offer Memorandum is not for distribution in the United States or to, or for the account or benefit of, any U.S. person (as defined under Regulation S). The Exchange Offer Memorandum is not an offer of securities for sale in the United States or to, or for the account or benefit of, any U.S. person (as defined under Regulation S) or any other jurisdiction where it is unlawful to offer such securities, including the New Notes and any guarantees with respect thereto, for sale. Securities may not be offered, sold or delivered in the United States absent registration or an exemption from registration. The New Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, any U.S. person (as defined under Regulation S).
Summary of Terms of the Exchange Offer
Upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum, the Company is offering to exchange the Existing Notes in the aggregate principal amount up to US$150,000,000 (the “ Maximum Acceptance Amount ”) held by Eligible Holders for the Exchange Consideration (as defined below).
Eligible Holders of the Existing Notes validly accepted and exchanged in the Exchange Offer will, from and including the Settlement Date, waive any and all rights with respect to the Existing Notes (other than the right to receive the Exchange Consideration (as defined below)) and will release and discharge the Company from any and all claims such Eligible Holder may have, now or in the future, arising out of or related to such Existing Notes, including any and all accrued and unpaid interest thereon.
Exchange Consideration
For each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Exchange Expiration Deadline and accepted for exchange, an Eligible Holder of such Existing Notes will receive the exchange consideration consisting of:
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(a) US$1,007.5 in aggregate principal amount of the New Notes (subject to the Maximum Acceptance Amount),
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(b) Accrued Interest, and
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(c) subject to the requirement that any New Notes issued to any Eligible Holder be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof, in the event that such Eligible Holder is entitled to receive any New Notes in a principal amount that is not an integral multiple of US$1,000, cash (rounded to the nearest US$0.01, with US$0.005 rounded upwards) in lieu of any fractional amount of the New Notes equal to the principal amount of the New Notes not issued (after rounding downward the amount of the New Notes to the nearest multiple of US$1,000).
Interest Rate
The Company expects to announce the minimum interest rate of the New Notes on or about 13 July 2021. The final interest rate of the New Notes will be set at the pricing of the Concurrent New Money Issuance.
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Maximum Acceptance Amount
The Maximum Acceptance Amount (which are validly tendered by Eligible Holders) that the Company would accept for exchange is US$150,000,000. The Company reserves the right, in its sole discretion, to exchange significantly more than or less than the Maximum Acceptance Amount, or to exchange none of such Existing Notes, in the Exchange Offer.
Summary Timetable
The following summarizes the anticipated timetable for the Exchange Offer. Please note that the expiration of the Exchange Offer and the settlement of the New Notes, as well as the other events listed below, may be earlier or later than indicated below. This summary is qualified in its entirety at the Company’s sole and absolute discretion to any extension, and the right to terminate the Exchange Offer at any time prior to its expiration. All references below are to London time, unless otherwise stated.
Date
Event
- 6 July 2021
Commencement of the Exchange Offer and announcement via the websites of the Stock Exchange, and through Euroclear or Clearstream, as applicable. Exchange Offer Memorandum delivered to Eligible Holders of the Existing Notes who are non-U.S. persons outside the United States.
On or about 13 July 2021
Announcement of the minimum interest rate of the New Notes
- 16 July 2021 (4:00 p.m., London time)
Exchange Expiration Deadline. This being the last date and time on which Eligible Holders of the Existing Notes who validly tender the Existing Notes are eligible to receive the relevant Exchange Consideration, as this is the last date and time for Eligible Holders of the Existing Notes to participate in the Exchange Offer.
As soon as practicable after the Exchange Expiration Deadline
Announcement of (i) the amount of tenders for exchange received prior to the Exchange Expiration Deadline, and the final total aggregate principal amount of New Notes to be issued to Eligible Holders in exchange for the Existing Notes validly tendered, accepted and exchanged, (ii) determination of final interest rate of the New Notes and (iii) pricing of the Concurrent New Money Issuance (if any).
On or about 26 July 2021 Settlement and issuance of the New Notes, delivery of the Exchange Consideration to Eligible Holders whose Existing Notes have been validly tendered and accepted for exchange.
On or about 27 July 2021 Listing of the New Notes on the Stock Exchange.
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Procedures for Tendering Existing Notes
— IMPORTANT NOTICE THE EXCHANGE OFFER IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT U.S. PERSONS (WITHIN THE MEANING OF REGULATION S) AND ARE OUTSIDE THE UNITED STATES; U.S. PERSONS (AS DEFINED IN REGULATION S), PERSONS ACTING FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AND PERSONS LOCATED IN THE UNITED STATES ARE NOT PERMITTED TO TENDER EXISTING NOTES IN THE EXCHANGE OFFER.
To participate in the Exchange Offer, an Eligible Holder must validly tender its Existing Notes pursuant to the Exchange Offer for exchange prior to the Exchange Expiration Deadline pursuant to the procedures described in the Exchange Offer Memorandum.
Each of the Existing Notes being tendered for exchange may only be submitted in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof. The aggregate principal amount of each of the New Notes to be issued to any Eligible Holder will be in a minimum principal amount of US$200,000 and integral multiples of US$1,000 in excess thereof; provided that, if an Eligible Holder shall elect to partially exchange its Existing Notes into New Notes, the principal amount of each retained Existing Note must be in a minimum principal amount of US$200,000.
Eligible Holders are responsible for ensuring that their instructions will result in the New Notes they are entitled to receive being at least equal to the minimum principal amount of US$200,000. Instructions that would result in a principal amount of New Notes below US$200,000 will be rejected. A separate instruction must be submitted on behalf of each beneficial owner of the Existing Notes due to potential proration.
Instructions in connection with the Exchange Offer are irrevocable, unless withdrawal thereof is required by applicable law.
Conditions to the Exchange Offer
The obligation of the Company to consummate the Exchange Offer is conditional upon the following:
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there being no material adverse change in the market from the date of the Exchange Offer Memorandum to the Settlement Date;
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an affirmative determination by the Company that accepting the exchanges, paying the Exchange Consideration and effecting the transactions contemplated hereby are in its best interests; and
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the satisfaction of the other conditions described in the Exchange Offer Memorandum.
Subject to applicable law, the Company may terminate or withdraw the Exchange Offer if any of the conditions are not satisfied or waived by the Settlement Date. The Company may also extend the Exchange Offer from time to time until the conditions are satisfied or waived.
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Purpose of the Exchange Offer and Use of Proceeds
The Company intends to optimize its debt structure through the Exchange Offer.
The Company will not receive any cash proceeds from the Exchange Offer.
CONCURRENT NEW MONEY ISSUANCE
Introduction
The Company is conducting a separate concurrent offering to issue and sell additional New Notes. The completion of the Concurrent New Money Issuance is subject to market conditions. Nomura and Admiralty Harbour are acting as the joint global coordinators in connection with the Concurrent New Money Issuance.
If the Concurrent New Money Issuance is consummated, the Company will use the net cash proceeds from the Concurrent New Money Issuance primarily to optimize its debt structure and refinance existing indebtedness and for general corporate purposes.
It is expected that the pricing terms of the Concurrent New Money Issuance will be announced as soon as practicable following any such pricing or, if the Company decides not to proceed with the Concurrent New Money Issuance (or any portion thereof), it will announce such decision as soon as practicable following such decision being made. Pricing of the Concurrent New Money Issuance is expected to occur as soon as practicable after the Exchange Expiration Deadline. However, there can be no assurance that the Concurrent New Money Issuance will price at all, and, if it does price, whether it will price with respect to any of the New Notes Offering.
If the Concurrent New Money Issuance is not consummated with respect to any or all of the New Notes, the final interest rate of such New Notes will be announced as soon as practicable following the confirmation that the Concurrent New Money Issuance with respect to such New Notes will not be consummated. Other relevant details of the New Notes will also be confirmed together with the final interest rate.
Reason for the Concurrent New Money Issuance
The Concurrent New Money Issuance is being conducted primarily to optimize the Company’s debt structure and refinance the existing indebtedness and for general corporate purposes.
Listing of New Notes
The Company will seek a listing of the New Notes on the Stock Exchange. A confirmation of the eligibility for the listing of the New Notes has been received from the Stock Exchange. Admission of the Notes to the Stock Exchange is not to be taken as an indication of the merits of the Company or the Notes.
FURTHER DETAILS
For a detailed statement of the terms and conditions of the Exchange Offer, Eligible Holders should refer to the Exchange Offer Memorandum.
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The Company has retained D.F. King as the Information and Exchange Agent for the Exchange Offer. To contact D.F. King in London, +44 20 7920 9700 and in Hong Kong, +852 3953 7230 or via email at [email protected].
The Exchange Offer Memorandum will be distributed in electronic format to Eligible Holders via the Exchange Website: https://sites.dfkingltd.com/antonoil. Any requests for additional copies of the Exchange Offer Memorandum should be directed to D.F. King at the above contact points.
INFORMATION ABOUT THE COMPANY
The Company is a leading independent integrated oilfield services provider in the PRC with its business running globally. The Company offers integrated oilfield services and products covering full cycle of oil and gas field development.
GENERAL
This announcement is not an offer to purchase, a solicitation of an offer to purchase, an offer to sell or a solicitation of an offer to sell, securities in the United States or elsewhere. No securities of the Company or any of its subsidiaries are being, or will be, registered under the U.S. Securities Act or the securities laws of any state of the United States, and no such securities may be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and any applicable state or local securities laws. No public offering of securities is being or will be made in the United States or any other jurisdiction. This announcement is provided to you because you are a non-U.S. person outside the United States in accordance with Regulation S. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions. Forward-looking statements in this announcement, including, among others, those statements relating to the Exchange Offer are based on current expectations. These statements are not guarantees of future events or results. Future events and results involve risks, uncertainties and assumptions and are difficult to predict with any precision. Actual events and results could vary materially from the description contained herein due to many factors including changes in the market and price for the Existing Notes and/or the New Notes, changes in the business and financial condition of the Company and its subsidiaries, changes in the oil and gas services industry and changes in the capital markets in general.
The Company plans to issue the New Notes in exchange for the Existing Notes validly submitted for exchange and accepted pursuant to the Exchange Offer on or about the Settlement Date. The distribution of the Exchange Offer Memorandum is restricted by law in certain jurisdictions. Persons who come into possession of the Exchange Offer Memorandum are required to inform themselves of and to observe any of these restrictions. The Exchange Offer Memorandum does not constitute, and may not be used in connection with, an offer to buy Existing Notes or New Notes or a solicitation to sell the Existing Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. The Company will not accept any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
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No assurance can be given that the Exchange Offer will be completed and the Company reserves the right, at its sole and absolute discretion, to extend, withdraw or terminate the Exchange Offer if any of the conditions are not satisfied or waived by the Company by the Settlement Date and amend, modify or waive any of the terms and conditions of the Exchange Offer.
Shareholders, holders of the Existing Notes and potential investors should note that completion of the Exchange Offer and the Concurrent New Money Issuance is subject to the fulfillment or waiver of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance as set forth in the Exchange Offer Memorandum and summarized in the announcement. No assurance can be given that the Exchange Offer and the Concurrent New Money Issuance will be completed and the Company reserves the right to amend, withdraw or terminate the Exchange Offer and the Concurrent New Money Issuance with or without conditions. The Company may, at its sole discretion, amend or waive certain of the conditions precedent to the Exchange Offer and the Concurrent New Money Issuance. As the Exchange Offer and the Concurrent New Money Issuance may or may not proceed, shareholders, holders of the Existing Notes and potential investors should exercise caution when dealing in the shares of the Company or the Existing Notes.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions have the following meanings:
“Accrued Interest” accrued and unpaid interest on any Existing Notes validly tendered and accepted for exchange up to but not including the Settlement Date which will be payable in cash; “Admiralty Harbour” Admiralty Harbour Capital Limited; “Board” the board of Directors of the Company; “Clearing Systems” Euroclear and/or Clearstream, and “Clearing System” means any one of them; “Clearstream” Clearstream Banking S.A.; “Company” Anton Oilfield Services Group, an exempted company incorporated with limited liability in the Cayman Islands, the shares of which are listed on the main board of the Stock Exchange; “Concurrent New a concurrent offering by the Company to issue and sell additional Money Issuance” New Notes that will form a single series with the corresponding New Notes issued under the Exchange Offer; “Dealer Managers” Nomura and Admiralty Harbour; “Director(s)” the director(s) of the Company;
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“Eligible Holders”
holders who are non-U.S. persons (as those terms are defined under Regulation S) located outside the United States and hold the Existing Notes through Euroclear or Clearstream, or certain fiduciaries holding accounts for the benefit of non-U.S. persons (as those terms are defined under Regulation S) outside the United States and holding the Existing Notes through Euroclear or Clearstream;
“Euroclear” Euroclear Bank SA/NV; “Exchange Expiration 4:00 p.m., London time, on 16 July 2021, unless extended, amended Deadline” or earlier terminated in the sole discretion of the Company; “Exchange Offer” the offer made by the Company upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum; “Exchange Offer the exchange offer memorandum dated 6 July 2021 in relation to the Memorandum” Exchange Offer; “Exchange Website” https://sites.dfkingltd.com/antonoil, the website set up by the Information and Exchange Agent for the purposes of hosting the documents relating to the Exchange Offer. “Existing Notes” the Company’s outstanding US$289,900,000 7.50% Senior Notes due 2022 (ISIN: XS2082380515; Common Code: 208238051); “Group” the Company and its subsidiaries; “Holders” holder(s) of the Existing Notes; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Information and D.F. King, the information and exchange agent for the Exchange Exchange Agent” Offer; “New Notes Offering” the US$ denominated senior notes with a tenor of 3.5 years to be issued by the Company pursuant to the Concurrent New Money Issuance; “New Notes” the US$ denominated senior notes with a tenor of 3.5 years to be issued by the Company, to be exchanged in accordance with the Exchange Offer for those Existing Notes that are accepted for exchange by the Company; “Nomura” Nomura International plc; “PRC” The People’s Republic of China, excluding for the purpose of this announcement, Hong Kong; “Regulation S” Regulation S under the U.S. Securities Act;
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“Settlement Date” the date of settlement which is expected to occur on or about 26 July 2021 unless the Exchange Offer is extended or earlier terminated; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “U.S.” or “United States” The United States of America; “U.S. Securities Act” the United States Securities Act of 1933, as amended; “US$” United States dollars, the lawful currency of the United States; and “%” per cent.
By Order of the Board Anton Oilfield Services Group LUO Lin Chairman
Hong Kong, 6 July 2021
As at the date of this announcement, the executive Directors are Mr. LUO Lin, Mr. PI Zhifeng and Mr. FAN Yonghong, the non-executive Director is Mr. HUANG Song and the independent nonexecutive Directors are Mr. ZHANG Yongyi, Mr. ZHU Xiaoping and Mr. WEE Yiaw Hin.
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