Topaz Marine S.A. Successful pricing of US$375 million Senior Notes
20 July 2017July 20, 2017 — Topaz Marine S.A. (the “Issuer”), a subsidiary of Topaz Energy and Marine Limited (the “Company”) and an indirect subsidiary of Renaissance Services SAOG, has successfully priced an offering of US$375 million Senior Notes due 2022 (the “Notes”) at a fixed coupon of 9.125% per annum and at an issue price of 100.000% (the “Offering”). The Offering is expected to close on July 26, 2017, subject to customary closing conditions. The Notes are guaranteed on a senior unsecured basis by the Company and certain of the Company’s subsidiaries.
The gross proceeds from the issue and sale of the Notes will be used to repurchase the Issuer’s existing US$350 million 8.625% Senior Notes due 2018 (the “Existing Notes”) in connection with the Issuer’s concurrent tender offer (the “Tender Offer”), to fund the redemption of the Existing Notes not purchased through the Tender Offer (the “Redemption”) and to pay the fees and expenses related to the Offering, the Redemption and the Tender Offer. The Tender Offer and the Redemption are conditional on the closing of the Notes issuance.
The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”) and outside the United States in accordance with Regulation S under the Securities Act. An application has been made to The International Stock Exchange Authority Limited for the listing of the Notes on the Official List of The International Stock Exchange (formerly The Channel Islands Securities Exchange Authority Limited) and permission to deal in the Notes.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security, nor shall it constitute an offer, solicitation or sale in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The Notes and the related guarantees have not been, and will not be, registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered only to qualified institutional buyers in accordance with Rule 144A and outside the United States in accordance with Regulation S under the Securities Act.
This press release has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within that Member State of Notes, which are the subject of the offering contemplated in this press release, may only do so in circumstances in which no obligation arises for the Issuer or the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Issuer or the initial purchasers to publish a prospectus or supplement a prospectus for such offer. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Member State), and includes any relevant implementing measure in the Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
This announcement is being distributed only to and is directed only at (i) persons who are outside the United Kingdom, (ii) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (iii) persons who are within Article 49(2)(a) to (d) of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments and investment activities to which this announcement relates will be available only to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release constitutes a public disclosure of inside information Topaz Marine S.A. under Regulation (EU) 596/2014 (16 April 2014). This notification was made by Morten W. Jorgensen, Head of Strategy and Corporate Planning of Topaz Marine S.A. at 8:00 a.m. (London) on July 20, 2017.
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. All forward-looking statements involve risks and uncertainties which could affect the Issuer’s actual results and could cause its actual results to differ materially from those expressed in any forward looking statements made by, or on behalf of, the Issuer. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. Neither the Company nor the Issuer assumes any obligation to update or correct the information contained in this announcement.