REG-Petrofac Limited Petrofac Limited: Results of Capital Raise and General Meeting
12/11/2021 12:25
============
Petrofac Limited ( PFC)
Petrofac Limited: Results of Capital Raise and General Meeting
12-Nov-2021 / 12:19 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
THE COMMONWEALTH OF AUSTRALIA, ITS TERRITORIES AND POSSESSIONS, EACH
PROVINCE AND TERRITORY OF CANADA, JAPAN, SWITZERLAND AND THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO
SO.
PLEASE SEE THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS
OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL BE CONSTRUED AS
ANY OFFER, INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR
ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF INFORMATION
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF OR BE RELIED UPON IN
CONNECTION WITH, OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT
ACTIVITY.
ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR
OTHERWISE DISPOSE OF SECURITIES MENTIONED HEREIN MUST BE MADE ONLY ON THE
BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO
THE ORIGINAL PROSPECTUS AND THE SUPPLEMENTARY PROSPECTUS.
12 November 2021
PETROFAC LIMITED
(the "Company")
RESULTS OF CAPITAL RAISE AND GENERAL MEETING
On 26 October 2021, Petrofac Limited (the "Company" or "Petrofac")
announced a proposed issuance of equity by way of a Firm Placing, Placing
and Open Offer (together, the "Capital Raise") to raise gross proceeds of
approximately US$275 million (£200 million), through the issuance of, in
aggregate, up to 173,597,412 ordinary shares in the capital of the Company
(the "New Shares"), comprising a Firm Placing of 87,119,226 Firm Placing
Shares and a Placing and Open Offer of 86,478,186 Open Offer Shares, in
each case at an issue price of 115 pence per New Share (the "Issue
Price").
The Open Offer Shares were conditionally placed with Conditional Placees,
subject to clawback to satisfy Open Offer Entitlements taken up by
Qualifying Shareholders, pursuant to the Placing. The Firm Placing Shares
are not subject to clawback and are not part of the Open Offer.
Concurrently with the Capital Raise, the Directors (other than Mr Asfari)
will subscribe for additional Shares, which amount to 308,673 Shares, at
the Issue Price (the "Director Subscriptions").
The Open Offer closed for acceptances at 11:00 a.m. on 11 November 2021.
The aggregate number of Open Offer Shares for which valid acceptances have
been received from Qualifying Shareholders under their Open Offer
Entitlements or which are otherwise to be subscribed by Mr Ayman Asfari
and family, is 66,359,825 Open Offer Shares, representing approximately
76.7% of the Open Offer Shares. 1 1
The Company hereby confirms that in accordance with the arrangements
previously announced, a General Meeting was held at 10:00am today. The
Company is pleased to announce that at the General Meeting, the
Resolutions (as set out in the Notice of General Meeting contained in the
combined prospectus and circular published by the Company on 26 October
2021 (the "Original Prospectus")) were duly passed.
The final results of which, for each resolution put to the meeting, were
as follows:
No. Resolution In Favour / %* Against %* Withheld
Discretion
1 Subscription by Ayman Asfari 129,532,052 99.28 934,977 0.72 204,244
and family**
2 Subscription by Schroders*** 136,965,583 99.46 745,492 0.54 144,418
3 Capital Raise 194,057,343 99.18 1,606,373 0.82 146,801
* percentage of votes cast excludes withheld votes.
** in accordance with the Listing Rules, Ayman Asfari and family and their
associates (as defined in the Listing Rules) were not permitted to vote on
Resolution 1 concerning this related party transaction.
*** in accordance with the Listing Rules, Schroders and its associates (as
defined in the Listing Rules) were not permitted to vote on Resolution 2
concerning this related party transaction.
The number of shares in issue at the date of the General Meeting was
345,912,747 ordinary shares of US$0.02 each in the Company (the "Shares")
and each Share attracted one vote. Votes 'For' included votes at the
discretion of the Chairman. All valid proxy votes (whether submitted
electronically or in hard copy form) were included in the poll taken at
the meeting. The total number of votes cast was 195,663,716 (56.56% of the
share register). The full text of each resolution is contained in the
Notice of General Meeting, which is available on the Company's website,
2 www.petrofac.com.
3 1 Mr Asfari and family irrevocably committed to invest at least $38
million in the Capital Raise. In total they subscribed for 23,783,684 New
Shares, comprising 11,935,755 Firm Placing Shares and 11,847,929 Open
Offer Shares.
The passing of the Resolutions will enable the Company to proceed with the
Capital Raise and the Director Subscriptions. The Capital Raise remains
conditional upon:
(i) Admission occurring at or before 8:00 a.m. on 15 November 2021 (or
such later time and/or date as the Company and the Joint Bookrunners may
agree in advance in writing); and
(ii) the Placing Agreement becoming unconditional in all respects (save
for the condition relating to Admission) and not having been rescinded or
terminated in accordance with its terms prior to Admission.
Applications have been made for the admission of 173,906,085 New Shares
(including the 308,673 New Shares to be issued pursuant to the Director
Subscriptions) to the premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and to trading on the London Stock
Exchange's main market for listed securities. It is expected that
Admission will become effective and that dealings in the New Shares will
commence at 8:00 a.m. on 15 November 2021.
The interests of the Directors, and their respective closely associated
persons (within the meaning of MAR), in the share capital of the Company
on Admission (and settlement of the Director Subscriptions) will be as
follows:
Name of Director Interests in Shares immediately following the Capital
Raise and the Director Subscriptions
No. %
Andrea Abt 50,331 0.010
Sara Akbar 50,331 0.010
Ayman Asfari 88,947,298 17.111
Matthias Bichsel 50,331 0.010
David Davies 71,679 0.014
Francesca di Carlo 42,907 0.008
Sami Iskander 217,391 0.042
René Médori 194,972 0.038
George Pierson 128,781 0.025
Afonso Reis e Sousa 36,813 0.007
The New Shares when issued will rank, from Admission, pari passu in all
respects with the Existing Shares and will have the right to receive all
dividends and distributions declared in respect of issued share capital of
the Company after Admission.
The total issued share capital of the Company following Admission will be
519,818,832 Shares and the total number of voting rights of the Company
will be 519,818,832 and this figure may be used by Shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in,
the share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.
A copy of the poll results for the General Meeting will also be available
on the Company's website. In accordance with Listing Rule 9.6.2, a copy of
the Resolutions will be submitted today to the Financial Conduct
Authority's national storage mechanism and will shortly be available for
inspection at 4 https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used but not otherwise defined in this announcement have
the meanings given to them in the Original Prospectus and the
Supplementary Prospectus.
Ends
For further information contact:
Petrofac Limited
+44 (0) 207 811 4900
Jonathan Yarr, Head of Investor Relations
5 jonathan.yarr@petrofac.com
Alison Flynn, Group Director of Communications and Sustainability
6 alison.flynn@petrofac.com
The person responsible for arranging the release of this announcement on
behalf of Petrofac is Alison Broughton, Secretary to the Board.
Tulchan Communications Group
+44 (0) 207 353 4200
petrofac@tulchangroup.com
Martin Robinson
petrofac@tulchangroup.com
Goldman Sachs
+44 (0) 207 774 1000
Bertie Whitehead
Chris Pilot
Tom Hartley
J.P. Morgan
+44 (0)20 7742 4000
Edmund Byers
Barry Weir
Will Holyoak
NOTES TO EDITORS
Petrofac
Petrofac is a leading international service provider to the energy
industry, with a diverse client portfolio including many of the world's
leading energy companies.
Petrofac designs, builds, manages and maintains oil, gas, refining,
petrochemicals and renewable energy infrastructure. Our purpose is to
enable our clients to meet the world's evolving energy needs. Our four
values - driven, agile, respectful and open - are at the heart of
everything we do.
Petrofac's core markets are in the Middle East and North Africa (MENA)
region and the UK North Sea, where we have built a long and successful
track record of safe, reliable and innovative execution, underpinned by a
cost effective and local delivery model with a strong focus on in-country
value. We operate in several other significant markets, including India,
South East Asia and the United States. We have approximately 8,500
employees based across 31 offices globally.
Petrofac is quoted on the London Stock Exchange (symbol: PFC).
For additional information, please refer to the Petrofac website at
7 www.petrofac.com
IMPORTANT INFORMATION
This announcement (the "Announcement") does not constitute an offer to
sell or a solicitation of an offer to purchase any securities in any
jurisdiction.
Any offer to acquire the Company's securities pursuant to the proposed
Capital Raise referred to in these materials is made, and any investor
should make his, her or its investment, solely on the basis of information
that is contained in the Original Prospectus and the Supplementary
Prospectus to be made generally available in the United Kingdom in
connection with such Capital Raise. Copies of the Original Prospectus and
the Supplementary Prospectus may be obtained at no cost from the Company
or through the website of the Company.
This Announcement and the information contained in it is not for
publication, release, transmission, distribution or forwarding, in whole
or in part, directly or indirectly, in or into the United States,
Commonwealth of Australia, its territories and possessions, each province
and territory of Canada, Japan, Switzerland and the Republic of South
Africa or any other jurisdiction in which it would be unlawful to do so
(together, the "Excluded Territories"). This Announcement is for
information purposes only and does not constitute an offer to sell or
issue or the solicitation of an offer to buy, acquire or subscribe for
shares in any of the Excluded Territories. This Announcement has not been
approved by the London Stock Exchange plc (the "London Stock Exchange").
Any failure to comply with these restrictions may constitute a violation
of the securities laws of such jurisdictions.
The securities mentioned herein (the "Securities") have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or under the applicable securities laws of any state or
other jurisdiction of the United States. The Securities may not be
offered, sold, pledged, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, in the United States
absent registration under the Securities Act, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of the Securities in the
United States. Subject to certain limited exceptions, Application Forms
have not been, and will not be, sent to, and Open Offer Entitlements have
not been, and will not be, credited to the CREST account of, any
Qualifying Shareholder with a registered address in the United States.
None of the Securities, the Application Forms, this announcement or any
other document connected with the Capital Raise has been or will be
approved or disapproved by the U.S. Securities and Exchange Commission,
any state securities commission in the United States, or any other U.S.
regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the Securities or the
accuracy or adequacy of any of the documents or other information related
thereto. Any representation to the contrary is a criminal offence in the
United States.
There will be no public offering of securities in the Excluded
Territories, which includes any other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of such
jurisdiction.
This Announcement has been issued by, and is the sole responsibility of,
the Company. No representation or warranty, express or implied, is or will
be made as to, or in relation to, and no responsibility or liability is or
will be accepted by J.P. Morgan Securities plc (which conducts its UK
investment banking activities under the marketing name, J.P. Morgan
Cazenove) ("J.P. Morgan") or Goldman Sachs International ("Goldman
Sachs"), or by any of their respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available
to any interested party or its advisers, and any liability therefore is
expressly disclaimed.
J.P. Morgan and Goldman Sachs are each authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority. Each of J.P.
Morgan and Goldman Sachs (together, the "Joint Bookrunners") is acting
solely for the Company and no one else in connection with the Capital
Raise or any other matter referred to in this Announcement and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients nor for providing advice in relation
to the Capital Raise and/or any other matter referred to in this
Announcement. Any prospective purchaser of the shares in the Company is
recommended to seek its own independent financial advice.
Save for the responsibilities and liabilities, if any, which may be
imposed on each of J.P. Morgan and Goldman Sachs by FSMA or by the
regulatory regime established under FSMA, neither J.P. Morgan nor Goldman
Sachs nor any of their respective affiliates accepts any duty, liability
or responsibility whatsoever for the contents of the information contained
in this Announcement, including its accuracy, completeness or
verification, or for any other statement made or purported to be made by
or on behalf of J.P. Morgan or Goldman Sachs or any of their respective
affiliates in connection with the Company, the Securities or the Capital
Raise to any person who is not their client in connection with this
Announcement, any statements contained herein or otherwise. J.P. Morgan,
Goldman Sachs and each of their affiliates accordingly disclaim, to the
fullest extent permitted by law, all and any responsibility and liability
whatsoever, whether direct or indirect, whether arising in tort, contract,
under statute or otherwise (save as referred to above) in respect of the
use of this Announcement or any statements or other information contained
in (or omitted from) this Announcement. No representation or warranty,
express or implied, in relation to the contents of this Announcement is
made or purported to be made by J.P. Morgan, Goldman Sachs or any of their
respective affiliates as to the accuracy, completeness, sufficiency of the
information contained in this Announcement.
The distribution of this Announcement and/or the offering of the
Securities in certain jurisdictions may be restricted by law. No action
has been taken by the Company or J.P. Morgan or Goldman Sachs or any of
their respective affiliates that would permit an offering of the
Securities in any jurisdiction or result in the possession or distribution
of this Announcement or any other offering or publicity material relating
to Securities in any jurisdiction where action for that purpose is
required.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so. Persons (including, without limitation,
nominees and trustees) who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate advice before
taking any such action. Persons into whose possession this Announcement
comes are required by the Company, J.P. Morgan and Goldman Sachs to inform
themselves about, and to observe, such restrictions.
This Announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company's current expectations
and projections about future events. These statements, which sometimes use
words such as "aim", "anticipate", "believe", "intend", "plan",
"estimate", "expect" and words of similar meaning, reflect the directors'
beliefs and expectations and involve a number of risks, uncertainties and
assumptions which may occur in the future, are beyond the Company's
control and could cause actual results and performance to differ
materially from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
The information contained in this Announcement is subject to change
without notice and, except as required by applicable law, the Company does
not assume any responsibility or obligation to update publicly or review
any of the forward-looking statements contained in it, nor do they intend
to. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate
or to imply that the earnings of the Company for the current or future
financial years will necessarily match or exceed the historical or
published earnings of the Company. As a result of these risks,
uncertainties and assumptions, the recipient should not place undue
reliance on these forward-looking statements as a prediction of actual
results or otherwise.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Securities. Any investment decision to buy Securities in
the Capital Raise must be made solely on the basis of publicly available
information, which has not been independently verified by J.P. Morgan or
Goldman Sachs.
The information in this Announcement may not be forwarded or distributed
to any other person and may not be reproduced in any manner whatsoever.
Any forwarding, distribution, reproduction or disclosure of this
information in whole or in part is unauthorised. Failure to comply with
this directive may result in a violation of the Securities Act or the
applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Capital Raise. Any decision to
participate in the Capital Raise must be made solely on the basis of the
Original Prospectus and the Supplementary Prospectus published by the
Company. The price and value of securities can go down as well as up. Past
performance is not a guide to future performance. The contents of this
Announcement are not to be construed as legal, business, financial or tax
advice. Each shareholder or prospective investor should consult his, her
or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice. 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within of Chapter 3 of the FCA Handbook Production Intervention and
Product Governance Sourcebook (the "UK Product Governance Requirements"),
and disclaiming all and any liability, whether arising in tort, contract
or otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the New
Shares have been subject to a product approval process, which has
determined that such securities are: (i) compatible with an end target
market of investors who meet the criteria of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct
of Business Sourcebook; and (ii) eligible for distribution through all
distribution channels (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, distributors (for the purposes of UK Product
Governance Requirements) should note that: (a) the price of the New Shares
may decline and investors could lose all or part of their investment; (b)
the New Shares offer no guaranteed income and no capital protection; and
(c) an investment in the New Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment and who
have sufficient resources to be able to bear any losses that may result
therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions
in relation to the Capital Raise. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever
with respect to the New Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the New Shares and determining appropriate
distribution channels.
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ISIN: GB00B0H2K534
Category Code: ROM
TIDM: PFC
LEI Code: 2138004624W8CKCSJ177
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 126722
EQS News ID: 1248703
End of Announcement EQS News Service
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References
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6. mailto:alison.flynn@petrofac.com
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