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Subsea 7 Proxy Solicitation & Information Statement 2010
6244_rns_2010-11-29_ae3c6be6-66f9-4be2-8e5f-00896eb5b7ee.pdf
Proxy Solicitation & Information Statement
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Acergy
Acergy S.A. Notice of Meeting for Extraordinary General Meeting of Shareholders
London, England – November 29, 2010 – Acergy S.A. (NASDAQ-GS: ACGY; Oslo Stock Exchange: ACY) today published and distributed to eligible shareholders the Notice of Meeting and supporting materials for the Extraordinary General Meeting of Shareholders (the "Meeting") to be held on Monday December 20, 2010 at 12.00 p.m. local time at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg.
The Notice of EGM and supporting materials can be found on Acergy's website: www.acergy-group.com/public/December2010EGM
The sole purpose of the Meeting is to appoint Mr. Bob Long as the ninth Director of the Board of Subsea 7 S.A.. At this Meeting there is no requirement for quorum and Mr. Long's appointment will require a simple majority of the votes cast to be approved.
All shareholders of record as of November 23, 2010 are entitled to vote at this Meeting. The deadline for submission of votes for holders of American Depositary Shares is Thursday December 9, 2010 and for holders of Common Shares is Monday December 13, 2010.
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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.
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Contact:
Karen Menzel
Acergy S.A.
+44 (0)20 8210 5568
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 calling of an extraordinary general meeting of shareholders, the date and purpose of this meeting and the date of publication of the notice of meeting to eligible shareholders on said record date. 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: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; unanticipated delays, costs and difficulties related to the combination transaction, including satisfaction of closing conditions; 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.
This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of Subsea 7 or Acergy.
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
November 29, 2010
Dear Shareholder,
An Extraordinary General Meeting of Shareholders (the “Meeting”) of Acergy S.A. (the “Company”) will be held on Monday December 20, 2010 at 12.00 p.m. (local time) at the offices of SGG S.A., 412F, route d’Esch, L-2086 Luxembourg to consider the appointment of Mr. Bob Long as an independent Non-executive Director of the Company subject to completion of the proposed combination of the businesses of the Company and Subsea 7 Inc. (the “Combination”).
Election of ninth director:
In my letter of September 21, I advised shareholders of the Board’s recommendation to vote in favour of two resolutions at our Extraordinary General Meeting on November 9, both of which related to the proposed Combination. The first resolution related to the approval of the Combination and of appropriate authorised share capital and, subject to completion of the Combination to certain changes to the Company’s Articles, including changing its name to Subsea 7 S.A., and the second resolution concerned the appointment of the Board of Directors of the combined company, Subsea 7 S.A., as from completion. Shareholders approved both resolutions by a significant majority.
However, the Extraordinary General Meeting on November 9 appointed only eight of the nine-member Board of Subsea 7 S.A., as we were not in a position at that stage to identify the ninth director. I am pleased to tell you that we are now able to put forward a candidate for the ninth director position, namely Mr. Bob Long, formerly Chief Executive Officer and Director of Transocean Ltd. Mr. Long has extensive knowledge and experience of the offshore oil services industry, including involvement in four major mergers which made Transocean the leader in the offshore drilling industry. His appointment as an Independent Non-executive Director is proposed and endorsed jointly by the Chairmen of Acergy S.A. and Subsea 7 Inc.. Mr. Long’s biography is set out below:
Mr. Bob Long served as Chief Executive Officer and a member of the board of directors of Transocean Ltd., the world’s largest offshore drilling contractor, from October 2002 until his retirement in February 2010.
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Acergy
Mr. Long served as President from 2001 to 2006, Chief Financial Officer from 1996 to 2001 and Senior Vice President of Transocean from May 1990 until the time of the Sedco Forex merger, at which time he assumed the position of Executive Vice President. During his 35 year career with Transocean, Mr. Long's international assignments included the UK, Egypt, West Africa, Spain and Italy.
Mr. Long is a graduate of the U.S. Naval Academy and Harvard Business School, and served five years in the Naval Nuclear Power Programme before joining SONAT Inc, the parent company of The Offshore Company, in 1975. As a result of multiple mergers The Offshore Company ultimately became Transocean Ltd.. Mr. Long was until recently a member of the National Ocean Industries Association and the International Association of Drilling Contractors. Mr. Long is a US citizen.
Sole Resolution:
(1) To appoint Mr. Bob Long as an Independent Non-executive Director of the Company, to serve for an initial term commencing on and subject to Completion of the Combination and expiring at the Annual General Meeting to be held not less than 12 months after Completion.
Voting Recommendation:
The Board of Directors of Acergy S.A. unanimously recommends that shareholders vote in favour of the resolution which will be considered at the Meeting.
Action Required:
Enclosed with this letter are the Notice of Extraordinary General Meeting of Shareholders and the Proxy Card. If you wish your shares to be voted at the Meeting, but do not intend to attend in person, please promptly fill in, sign, date and return the Proxy Card to ensure that it will be received in time. The deadline for submission of votes for holders of American Depositary Shares is Thursday December 9, 2010 and for holders of Common Shares Monday December 13, 2010.
If you require further information or clarification on the above, please contact Karen Menzel, our Group Manager, Investor Relations at [email protected].
Page 2 of 3
Acergy
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
For and on behalf of the Board of Directors of Acergy S.A.
Terms used in this letter and in the attached Notice of EGM are as defined in the prospectus dated September 21, 2010 relating to the Combination. A copy of the prospectus can be found on Acergy's website at www.acergy-group.com/public/AcergySubsea?combination.
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 DECEMBER 20, 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 Monday December 20, 2010 at 12.00 p.m. (local time) with the following sole agenda item:
To appoint Mr. Bob Long as an Independent Non-executive Director of the Company, to serve for an initial term commencing on and subject to Completion of the Combination and expiring at the Annual General Meeting to be held not less than 12 months after Completion.
The Meeting shall be conducted in conformity with the voting requirements of Luxembourg Company Law and the Company’s Articles of Incorporation.
The Board of Directors has determined that Shareholders of record at the close of business on November 23, 2010 will be entitled to vote at the aforesaid Meeting and any adjournments thereof.
The Company’s Board of Directors unanimously recommends that you vote in favour of the resolution to be considered at the Meeting.
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
For and on behalf of the Board of Directors of Acergy S.A.
November 29, 2010
To assure your representation at the Extraordinary General 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 deadline for submission of votes for holders of American Depositary Shares is December
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Acergy
9, 2010 and for holders of Common Shares December 13, 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, November 29, 2010
ACERGY S.A.
VOTING EXTRAORDINARY GENERAL MEETING DECEMBER 20, 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 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 December 13, 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 the Extraordinary General Meeting, December 20, 2010
The undersigned hereby authorise DnB NOR Bank ASA to constitute and appoint Sir Peter Mason KBE, Jean Cahuzac, Simon Crowe, Johan Rasmussen, Alistair Peel, 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. (the "Company"), to be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg on Monday December 20, 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 Company's Board of Directors unanimously recommends that you vote in favour of the resolution to be considered at the Meeting.
No quorum is required for the resolution, and the resolution may be approved by a simple majority.
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 Proxy Card, and the accompanying documents, to the purchaser of your Acergy S.A. shares.
No provision of Luxembourg law compulsorily requires the deposit and blockage of shares by shareholders in order to attend and vote at a shareholders meeting or designate a proxy to do so. The Company's Articles provide for a record date system.
| 1. | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| To appoint Mr. Bob Long as an Independent Non-executive Director of the Company, to serve for an initial term commencing on and subject to Completion of the Combination and expiring at the Annual General Meeting to be held not less than 12 months after Completion. |
Signature(s): ____
Date: ____
Note: Please sign exactly as name appears above. In the case of joint owners, the first titleholder should sign. When signing as attorney, executor, administrator or guardian, please give full title as such.
Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services
DEPOSITARY RECEIPTS
November 29, 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 to be held on December 20, 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 December 9, 2010 at 2:00 PM (New York City time)
ADR Record Date: November 23, 2010
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 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. A voting instruction form is enclosed for that purpose.
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 or a reconvening of a second meeting, all votes received from beneficial holders of Acergy S.A. ADRs will remain valid for the purposes of any such postponed or reconvened General Meeting.
For further information, please contact:
Beverly George
Deutsche Bank - Depositary Receipts
Corporate Actions
☎: 212 250-1504
✉: 212 797-0327
Deutsche Bank
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
December 20, 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 122010
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☑
- To appoint Mr. Bob Long as an Independent Non-executive Director of the Company, to serve for an initial term commencing on and subject to completion of the Combination and expiring at the Annual General Meeting to be held not less than 12 months after Completion.
Voting Recommendation:
The Board of Directors of Acergy S.A. unanimously recommends that shareholders vote in favour of the resolution 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.
14475
PROXY
ACERGY S.A.
Proxy Solicited on behalf of the Board of Directors of the Company for Extraordinary General Meeting December 20, 2010
The undersigned hereby authorise DnB NOR Bank ASA to constitute and appoint Sir Peter Mason KBE, Jean Cahuzac, Simon Crowe, Johan Rasmussen, Alistair Peel, 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 Monday, December 20, 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 resolution to be considered at the Meeting.
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.
No provision of Luxembourg law compulsorily requires the deposit and blockage of shares by shareholders in order to attend and vote at a shareholders meeting or designate a proxy to do so. The Company's articles provide for a record date system.
(Continued and to be signed on the reverse side)
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
December 20, 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 2:00 PM EST December 9, 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 122010
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.