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Subsea 7 Proxy Solicitation & Information Statement 2010
6244_rns_2010-01-15_1e1c9ff2-9b67-43e5-8700-0626d6a87cdd.pdf
Proxy Solicitation & Information Statement
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Acergy
Acergy S.A. Notice of Extraordinary General Meeting of Shareholders
London, England – January 15, 2010 – Acergy S.A. (NASDAQ-GS: ACGY; Oslo Stock Exchange: ACY) announced today the publication of materials for the 2010 Extraordinary General Meeting (“the Meeting”) including the Notice of Meeting to be held on February 16, 2010 at 12.00 p.m. local time at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg for the purpose of considering resolution 1 of the December 17, 2009 Extraordinary General Meeting Agenda.
It was noted at the Extraordinary General Meeting of Shareholders on December 17, 2009 that the required quorum of 50% of the outstanding shares for resolution 1 was not present and this Meeting was therefore not able to consider this resolution.
The Board of Directors therefore decided to call an Extraordinary General Meeting to consider resolution 1. At this Meeting there is no requirement for quorum. However, to approve the proposed resolution a 2/3rd majority of the votes cast at the Meeting will be required.
Proxies already received for the December 17, 2009 Extraordinary General Meeting remain valid for this Meeting and Shareholders of record as of October 30, 2009 are entitled to vote at the Meeting. Those Shareholders who have not yet cast their votes may do so by submitting the proxy card as instructed, or alternatively may attend the Meeting at the above address. The new deadline for submission of votes for American Depositary Receipt holders is February 8, 2010 and for holders of Common Shares February 9, 2010.
The materials for this Meeting are attached to this announcement and can be found on the Acergy website: www.acergy-group.com/public/February2010EGM
Acergy S.A. is a seabed-to-surface engineering and construction contractor to the offshore oil and gas industry worldwide. We provide integrated services, and we plan, design and deliver complex projects in harsh and challenging environments.
Contacts:
Karen Menzel
Acergy S.A.
+44 (0)20 8210 5568
[email protected]
www.acergy-group.com
If you no longer wish to receive our press releases please contact: [email protected]
Forward-Looking Statements: Certain statements made in this announcement may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "forecast", "project," "will," "should," "seek," and similar expressions. These forward-looking statements include, but are not limited to, statements as to the date of the proposed EGM, the date for shareholders to on the record in order to be entitled to vote at the meeting and the purpose of the Meeting. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programmes; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.
Acergy S.A.
c/o Acergy M.S. Limited
200 Hammersmith Road,
London W6 7DL, United Kingdom
T: +44 (0)20 8210 5500 F: +44 (0)20 8210 5501
www.acergy-group.com
Acergy
January 15, 2010
Dear Shareholder,
An Extraordinary General Meeting of Shareholders (the “Meeting”) of Acergy S.A. (the “Company”) will be held on Tuesday February 16, 2010 at 12.00 p.m. (local time) at the offices of SGG S.A., 412F, route d’Esch, L-2086 Luxembourg.
Due to the fact that the Company is incorporated in Luxembourg as a Société Anonyme Holding, the Company’s affairs are governed by the provisions of Luxembourg Company Law. Under these provisions and the provisions of the Company’s Articles of Incorporation, an Extraordinary General Meeting relates to and considers matters of a formal nature. The matters to be addressed at the Meeting are restricted to those in the attached Notice.
It was noted at the Extraordinary General Meeting of Shareholders on December 17, 2009 that the required quorum of 50% of the outstanding shares for resolution 1 was not present and that meeting was therefore not able to consider that resolution.
The Board of Directors has therefore decided to call the Meeting to consider resolution 1. At this Meeting there is no requirement for quorum. However, to approve the proposed resolution a 2/3rd majority of the votes cast at the Meeting will be required.
In relation to this resolution, our letter of November 10, 2009 provided some clarity as follows:
“Resolution 1: Adoption of amended Articles of Incorporation
The Directors propose the adoption of amended Articles of Incorporation. Key proposed changes to the Articles are summarised below:
| Article | Change |
|---|---|
| 3 | Changes in Luxembourg law mean that, as from 31 December 2010, the Company (either by statute or by Board decision) will no longer be subject to the requirements of the 1929 Luxembourg holding company law. A transitional provision is introduced to allow for this. |
| 8 (para 3) | The Board’s power, previously contained in Article 8, to restrict transfers of shares in certain jurisdictions has been removed. |
| 25 | Extraordinary General Meetings can be called by shareholders representing one-tenth, rather than one-fifth as previously, of the issued share capital. This is in line with changes in Luxembourg law. |
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Acergy
| Article | Change |
|---|---|
| 27 | The previous Article 27, which authorised the Board to close the shareholder register for up to 60 days preceding a shareholder meeting, dividend payment, allotment of rights, or share conversion or exchange, has been deleted. The Board retains the right to set a record date for such events. |
| 33 (a) | The restriction, previously contained in Article 33 (a), on a shareholder holding more than 20% of the outstanding share capital without Board approval, has been removed. |
| 33 (a) | The Board’s power to restrict or prevent ownership of shares where it believes that such ownership may result in “Imminent and Grave Danger” to the Company has been removed from Article 33 (a). |
| 33(c) (ii) | The mechanism for determining the price to be paid on a compulsory repurchase of shares (Article 33(c)(ii)) has been modified. |
| 36 | The new Article 36 delegates authority to the Board to make changes in line with the implementation into Luxembourg law of the European Directive on minority shareholdings. |
The effect of the above changes is primarily to modify some Articles to reflect changes in legislation and to remove restrictions which currently apply to shareholdings, and which are not in conformity with current law or practice. The removal of these restrictions is, we believe, in shareholders’ interests.
Further changes have been made to improve the clarity of the Articles. The full text of the proposed new Articles can be found on our website, at: www.acergy-group.com/public/February2010EGM and can also be obtained from the Company Secretary, Acergy S.A., 412F, route d’Esch, L-2086 Luxembourg."
Proxies already received for the December 17, 2009 Extraordinary General Meeting remain valid for this Meeting and shareholders of record as of Friday October 30, 2009 are entitled to vote at the Meeting. Those Shareholders who have not yet cast their votes may do so by submitting the enclosed Proxy Card as instructed, or alternatively attend the Meeting in Luxembourg at the above address. The new deadline for submission of votes for American Depositary Receipt holders is February 8, 2010 and for holders of Common Shares February 9, 2010.
Enclosed with this mailing is the Notice of Extraordinary General Meeting of Shareholders and the Proxy Card.
If you wish your shares to be voted at the Meeting, please promptly sign, date and return the enclosed Proxy Card to ensure that it will be received in time.
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Acergy
If you require further information or clarification on the above, please contact Karen Menzel, our Group Manager, Investor Relations at [email protected].
The Company's Board of Directors recommends that you vote in favour of the proposal to be considered at the Meeting.
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
Page 3 of 3
Acergy S.A.
c/o Acergy M.S. Limited
200 Hammersmith Road,
London W6 7DL, United Kingdom
T: +44 (0)20 8210 5500 F: +44 (0)20 8210 5501
www.acergy-group.com
Acergy
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON FEBRUARY 16, 2010
The Extraordinary General Meeting of Shareholders (the "Meeting") of Acergy S.A. (the "Company"), a Société Anonyme Holding R.C.S. Luxembourg B 43172 having its Registered Office at 412F, route d'Esch, L-2086 Luxembourg, will be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg, on Tuesday February 16, 2010 at 12.00 p.m. (local time).
Resolution 1 for consideration at the Meeting was first to be considered at the Extraordinary General Meeting on December 17, 2009. The required quorum of 50% of the outstanding shares for resolution 1 was not present and the Extraordinary General Meeting was therefore not able to consider this resolution. The Board of Directors has therefore decided to call the Meeting to consider resolution 1. At this Meeting, there is no requirement for quorum. However, to approve the proposed resolution a 2/3rd majority of the votes cast will be required. The Meeting will therefore be held for the following purpose:
(1) To approve the recommendation of the Board of Directors of the Company to adopt amended Articles of Incorporation as summarised in the attached Chairman's letter.
The Company's Board of Directors recommends that you vote in favour of the proposal to be considered at the Meeting.
The Meeting shall be conducted in conformity with the voting requirements of Luxembourg Company Law and the Company's Articles of Incorporation, no quorum applying at this second Extraordinary General Meeting.
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Acergy
The Board of Directors has determined that Shareholders of record at the close of business on October 30, 2009 will be entitled to vote at the aforesaid Meeting and any adjournments thereof.
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
January 15, 2010
To assure your representation at the Extraordinary General Meeting and if you have not previously issued a proxy, (proxies already received for the December 17, 2009 Extraordinary General Meeting remain valid for this Meeting) you are hereby requested to fill in, sign, date and return the proxy Card delivered herewith in the return envelope provided for such purpose. The new deadline for submission of votes for American Depositary Receipt holders is February 8, 2010 and for holders of Common Shares February 9, 2010. The giving of such proxy will not affect your right to revoke such proxy or vote in person should you later decide to attend the Meeting.
Page 2 of 2
DnB NOR
To Shareholders of Acergy S.A.
Our ref.
Registrars Department/ij
Date
Oslo, January 15, 2010
ACERGY S.A.
VOTING EXTRAORDINARY GENERAL MEETING FEBRUARY 16, 2010
Your holding of Common Shares of Acergy S.A. is registered in The Norwegian Central Securities Depository (Verdipapirsentralen - the "VPS"). If you wish to vote at this Extraordinary General Meeting you may either attend in person at the said general meeting or if you have not previously issued a proxy for the same purpose you may execute the enclosed proxy card and return it to us.
You are encouraged to specify your choice by marking the appropriate box on the enclosed proxy card. When properly executed, the proxy will be voted in the manner directed therein or, if no direction is indicated, will be voted "for" the proposal.
Enclosed, please find a return envelope for your proxy card. In order for your shares to be voted based on your executed proxy card, the card has to be received by DnB NOR Bank ASA, Registrars Department, Oslo, not later than February 9, 2010, 12:00 hours Central European Time.
Yours sincerely,
for DnB NOR Bank ASA
Registrars Department
Irene Johansen
DnB NOR Bank ASA Office Stranden 21, Oslo Postal address NO-0021 Oslo, Norway
Telephone +47 91 50 30 00 Fax +47 22 94 90 20 www.dnbnor.no Register of Business Enterprises NO 984 851 006 MVA
Name
Address
City
Country
PROXY
ACERGY S.A.
Proxy Solicited on behalf of the Board of Directors of the Company for Extraordinary General Meeting, February 16, 2010
The undersigned hereby authorizes DnB NOR Bank ASA to constitute and appoint Sir Peter Mason K.B.E., Jean Cahuzac, Johan Rasmussen, Simon Crowe, Alistair Peel, Jean-Paul Reiland, Jean Hoss, Philippe Hoss, Chantal Mathu, or the Chairman of the Extraordinary General Meeting (if not one of the aforementioned) and each of them, his true and lawful agent and proxy, with full power of substitution in each, to represent and vote on behalf of the undersigned at the Extraordinary General Meeting of Shareholders of Acergy S.A., to be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg on Tuesday February 16, 2010 at 12:00 p.m. Local Time (the "Meeting"), and at any adjournments thereof, on all matters coming before the Meeting and any adjourned meeting.
The Board of Directors of the Company recommends that you vote in favour of the proposal to be considered at the Meeting.
For Resolution 1 (Adoption of revised Articles of Incorporation) there is no requirement for quorum. To approve Resolution 1 a 2/3rd majority of the votes cast at the Meeting will be required.
In the event that you have sold your Acergy S.A. shares prior to receipt of this Notice, you are kindly requested to forward this Notice, and the accompanying documents, to the purchaser of your Acergy S.A. shares.
| 1. | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| To approve the adoption of revised Articles of Incorporation. |
Signature(s) ____
Date: ____
Note: Please sign exactly as name appears above. Joint owners should each sign. When signing as attorney, executor, administrator or guardian, please give full title as such.
Page 1 of 1
Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services
DEPOSITARY RECEIPTS
January 15, 2010
Depositary's Notice pertaining to the Extraordinary General Meeting of Shareholders of Acergy S.A.
Issue: Acergy S.A. / Cusip 00443E104
Country: Luxembourg
Meeting Details: Extraordinary General Meeting of Shareholders – February 16, 2010 at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg. 12:00 PM Local Time.
Meeting Agenda: The Company's Notice of Meeting and supporting materials, including the Agenda, is enclosed
Voting Deadline: On or before February 8, 2010 at 10:00 AM (New York City time)
ADR Record Date: October 30, 2009
Common: ADR ratio 1 Common Share: 1 ADR
In accordance with Section 17 of the Deposit Agreement between Acergy S.A. (the "Company") and Deutsche Bank Trust Company Americas, as Depositary (the "Depositary"), Acergy S.A. ADR holders (the "Holders") are hereby notified of the Company's Extraordinary General Meeting of Shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is enclosed.
Holders at the close of business on the ADR record date will be entitled, subject to applicable law, the Company's Articles of Incorporation and the provisions of or governing Deposited Property underlying ADRs, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Property represented by ADRs. A voting instruction form is enclosed for that purpose.
It was noted by the Company at the Extraordinary General Meeting of Shareholders on December 17, 2009 that the required quorum of 50% of the outstanding shares for resolution 1 was not present and the Meeting was therefore not able to consider this resolution. The Board of Directors of the Company therefore decided to call a second Extraordinary General Meeting of Shareholders to consider resolution 1. At this Meeting there is no requirement for quorum. However, to approve the proposed resolution a 2/3rd majority of votes cast at the Meeting will be required.
Proxies already received for the initial meeting remain valid for this Meeting and Holders at the close of business on the ADR record date will be entitled, subject to any applicable law, the Company's Articles of Incorporation and the provisions of or governing Deposited Property underlying ADRs, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Property represented by ADRs. Those Holders who have not previously issued a proxy for that purpose can use the enclosed voting instruction form.
Upon receipt of a voting instruction from an ADR Holder on the ADR record date, received on or before the ADR voting deadline, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Articles of Incorporation of the Company and the provisions of the Deposited Property underlying the ADRs, to vote or cause the Custodian to vote the Shares and/or other Deposited Property, in person or by proxy, represented by the ADRs in accordance with the instructions set forth in such request.
Voting instructions may be given only in respect of a number of ADRs representing an integral number of Shares or other Deposited Property.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote Shares or other Deposited Property represented by ADRs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Property represented by ADRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted.
In the event of a postponement of the Extraordinary General Meeting of Shareholders, all votes received from beneficial Holders of Acergy S.A. ADRs will remain valid for the purposes of any such postponed General Meeting.
For further information, please contact: Deutsche Bank – Depositary Receipts, Corporate Actions
Deutsche Bank
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
February 16, 2010
PROXY VOTING INSTRUCTIONS
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.
Vote online/phone until 11:59 PM EST February 8, 2010.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Extraordinary General Meeting.
| COMPANY NUMBER | |
|---|---|
| ACCOUNT NUMBER | |
↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ↓
00030000000000000000 4
021610
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☑
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
February 16, 2010
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
↓ Please detach along perforated line and mail in the envelope provided.
00030000000000000000 4 021610
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☑
- To approve the adoption of revised Articles of Incorporation.
☐ FOR ☐ AGANST ☐ ABSTAIN
Recommendation: The Company's Board of Directors recommends that you vote in favour of the proposal to be considered at the Meeting.
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.
Signature of Shareholder ____ Date: __
Signature of Shareholder _____ Date: ___
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.