Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Vallourec Capital/Financing Update 2016

Mar 30, 2016

1738_iss_2016-03-30_e4008a39-32a0-475a-919f-b44526b83494.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Not for publication, release, or distribution directly or indirectly in the United States, Canada, Australia or Japan.

vallourec

Press release

March 2016

www.vallourec.com

Vallourec reaches agreements for a new credit facility of €450 million and an extended credit facility of $80 million and enlarges the syndicate of banks for its intended rights issue

Boulogne-Billancourt (France), 30 March 2016 – Vallourec, world leader in premium tubular solutions, announced today that it reached an agreement for an additional revolving credit facility for an amount of €450 million, maturing in February 2020. This facility is subject to a covenant to maintain a gearing ratio of a maximum of 75%, similar to Vallourec's other bank facilities.

The new €450 million credit facility granted to Vallourec SA will become available subject to the closing of Vallourec's contemplated rights issue and a total capital increase (including the rights issue and mandatory convertible bonds reserved for Nippon Steel & Sumitomo Metals Corp and Bpifrance) in an amount approximately equal to the €1 billion previously announced, as well as other customary conditions. The credit facility will be available for general financing purposes of the Group.

Assuming the satisfaction of the conditions to availability of the new facilities, the total committed credit facilities available to Vallourec SA and Vallourec Tubes will increase to €2,240 million from €1,790 million previously.

This agreement was reached with a syndicate of five international core banks: Banco Santander, BNP Paribas, Crédit Agricole Corporate and Investment Bank, Natixis and Société Générale Corporate & Investment Banking, underlining their confidence and support to the Group.

In addition, Vallourec has reached an agreement to extend by three years its existing bilateral revolving credit facility with J.P. Morgan for its US subsidiary Vallourec Star, LP in an amount of $80 million. This facility will become available subject in particular to the same conditions as the Vallourec SA facility relating to the capital increase.

With respect to the intended rights issue, Vallourec announces the appointment of Banco Santander, BNP Paribas, Crédit Agricole Corporate and Investment Bank, J.P. Morgan and Natixis which will join Goldman Sachs International and Société Générale Corporate & Investment Banking as Joint Global Coordinators and Joint Bookrunners. Nomura will also act as Joint Bookrunner for this offering.

p.1/4


Not for publication, release, or distribution directly or indirectly in the United States, Canada, Australia or Japan.

About Vallourec

Vallourec is a world leader in premium tubular solutions primarily serving the energy markets, as well as other industrial applications.

With over 20,000 employees in 2015, integrated manufacturing facilities, advanced R&D and a presence in more than 20 countries, Vallourec offers its customers innovative global solutions to meet the energy challenges of the 21st century.

Listed on Euronext in Paris (ISIN code: FR0000120354, Ticker VK) and eligible for the Deferred Settlement System (SRD), Vallourec is included in the following indices: SBF 120 and Next 150.

In the United States, Vallourec has established a sponsored Level 1 American Depositary Receipt (ADR) program (ISIN code: US92023R2094, Ticker: VLOWY). Parity between ADR and a Vallourec ordinary share has been set at 5:1.

www.vallourec.com

Follow us on Twitter @Vallourec

For further information, please contact

Investor relations

Etienne Bertrand

Tel: +33 (0)1 49 09 35 58

[email protected]

Press relations

Héloïse Rothenbühler

Tel: +33 (0)1 41 03 77 50

[email protected]

Disclaimer

This press release and the information contained herein do not constitute either an offer to sell or purchase, or the solicitation of an offer to sell or purchase, securities of Vallourec.

No communication or information relating to the contemplated rights issue may be distributed to the public in any jurisdiction in which registration or approval is required. No action has been (or will be) undertaken in any jurisdiction outside of France where such steps would be required. The subscription for or purchase of securities of Vallourec may be subject to legal or statutory restrictions in certain jurisdictions. Vallourec assumes no responsibility for any violation of such restrictions by any person. The distribution of this press release in certain jurisdictions may be restricted by law.

This press release does not constitute a prospectus within the meaning of Directive 2003/71/EC as amended (the "Prospectus Directive").

The rights issue will be open to the public in France only pursuant to a prospectus having received the visa of the French Autorité des marchés financiers (the "AMF") and prepared in accordance with the Prospectus Directive.

With respect to each member State of the European Economic Area other than France (the "Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring a publication of a prospectus in any Member State. As a result, the securities of Vallourec may only be offered in the Member States (i) to qualified investors, as defined by the Prospectus Directive; or (ii) in any other circumstances, not requiring Vallourec to publish a prospectus as provided under Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, "securities offered to the public" in a given Member State means any communication, in any form and by any means, of sufficient information about the terms and conditions of the

p.2/4


Not for publication, release, or distribution directly or indirectly in the United States, Canada, Australia or Japan.

offer and the securities so as to enable an investor to decide to buy or subscribe for the securities, as the same may be varied in that Member State.

This selling restriction applies in addition to any other selling restrictions which may be applicable in the Member States.

The distribution of this press release is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (iii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The rights issue is only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such rights will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on, this press release or any information contained herein.

This press release does not constitute an offer or invitation to sell or purchase, or any solicitation of any offer to purchase or subscribe for, any securities of Vallourec in the United States of America. Securities may not be offered, subscribed or sold in the United States of America absent registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements thereof. The securities of Vallourec have not been and will not be registered under the U.S. Securities Act and Vallourec does not intend to make a public offer of its securities in the United States of America.

This press release includes forward-looking statements relating to the Group's expectations or objectives. These statements are sometimes identified by the use of the future or conditional tense, as well as terms such as "estimate", "believe", "have the objective of", "intend to", "expect", "result in", "should" and other similar expressions. It should be noted that the realization of the expectations or objectives expressed or implied by these forward-looking statements is dependent on circumstances and facts, including those arising in the future, that may be outside of the Group's control. Forward-looking statements and information about objectives may be affected by known and unknown risks, uncertainties and other factors that may significantly alter the future results, performance and accomplishments planned or expected by the Group. These factors may include changes in the Group's economic and commercial situation, regulations and the risk factors described in Chapter 5 of Vallourec's 2015 Registration Document filed with the AMF under number D.16-0141 on March 16, 2016 and in chapter 2 of the securities note which received visa number 16-073 from the AMF on March 16, 2016.

The contents of this announcement have not been verified by Banco Santander (which is authorised in Spain by the Bank of Spain and regulated in Spain by the CNMV (Spanish Securities Market Commission) and the Bank of Spain), BNP Paribas, Crédit Agricole Corporate and Investment Bank, Goldman Sachs International (which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority), J.P. Morgan (which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority), Natixis, Nomura (which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority) and Société Générale Corporate & Investment Banking (together the "Banks")

The Banks are each acting exclusively for Vallourec and for no-one else in connection with any transaction mentioned in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to any such transaction and will not be responsible to any other person for providing the protections afforded to their respective clients, or for advising any such person on the contents of this announcement or in connection with any transaction referred to in this announcement.

No reliance may be placed for any purposes whatsoever on the information contained in this announcement or on its completeness. No representation or warranty, express or implied, is given by or on behalf of Vallourec or the Banks or their subsidiary undertakings, affiliates, respective agents or advisers or any of such persons' affiliates, directors, officers or employees or any other person as so to the fairness, accuracy, completeness or verification of the information or the opinions contained in this announcement and no liability is accepted for any such information or opinions. Each of the Banks accordingly disclaims all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever

p.3/4


Not for publication, release, or distribution directly or indirectly in the United States, Canada, Australia or Japan.

arising, directly or indirectly, from any use of this announcement or its contents or otherwise in connection with this announcement. Persons receiving this document will make all trading and investment decisions in reliance on their own judgement and not in reliance on the Banks. None of the Banks is providing any such persons with advice on the suitability of the matters set out in this announcement or otherwise providing them with any investment advice or personal recommendations. Any information communicated or otherwise made available in this announcement is incidental to the provision of services by the Banks to the Company and is not based on individual circumstances

p.4/4