Reference is made to announcement by Prosafe SE ("Prosafe" or the "Company") on 10 November 2016 concerning the letter of intent with Axis Offshore Pte. Ltd. for the potential acquisition of all outstanding shares in the two single purpose companies Axis Nova Singapore Pte. Ltd. and Axis Vega Singapore Pte. Ltd., and 25% of the shares in Dan Swift (Singapore) Pte. Ltd (the "Transaction").
Prosafe is pleased to announce that definitive agreements with respect to the Transaction have now been executed. The agreed consideration for the Transaction of USD 70 million (NOK 579.2 million) will be settled by Prosafe in kind, through the issuance of 5,868,900 ordinary shares priced at NOK 30 per share, and subordinated zero coupon convertible bonds of NOK 403,092,000, convertible into 13,436,400 shares at a conversion price of NOK 30 per share.
Closing of the Transaction and issuance of the consideration securities is expected to take place shortly, and will be completed pursuant to the approval of and authorisation granted by the extraordinary general meeting on 30 November 2016.
As previously reported, the Transaction represents an important step in Prosafe's defined strategy and ambitions of high grading the fleet and taking the strategic lead in the offshore accommodation industry. Through this Transaction Prosafe gains control over two new, high-spec semi-submersible vessels without reducing its liquidity or increasing leverage. Given the termination and refund rights embedded in the relevant vessel construction contracts, this therefore provides strategic and financial optionality for Prosafe with significant downside protection.
For further details on the Transaction and the target companies, please refer to the detailed announcement of 10 November 2016, including the presentation material attached thereto.
Clarksons Platou Securities and Schjødt act as advisors to Prosafe on the Transaction. Danske Bank has delivered a fairness opinion on the terms of the Transaction to the Board of Prosafe.
Prosafe is a leading owner and operator of semi-submersible accommodation vessels. The Company operates globally and is headquartered in Larnaca, Cyprus. Prosafe is listed on the Oslo Stock Exchange with ticker code PRS. For more information, please refer to www.prosafe.com
Larnaca, 13 December 2016
Georgina Georgiou, General Manager
Prosafe SE
For further information, please contact:
Stig Harry Christiansen, Acting CEO
Prosafe Management AS
Phone: +47 478 07 813
Robin Laird, Acting CFO
Prosafe Offshore Services Pte. Ltd.
Phone: +65 81 27 21 01
Cecilie Helland Ouff, Senior Manager Finance and Investor Relations
Prosafe AS
Phone: +47 991 09 467
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
