@Mroth hieronder nog wat tekst uit het persbericht.
Op een AVA wordt vaak vastgelegd dat toestemming wordt gegeven om max 10% van de aandelen uit te geven. Dit verklaart de grootte van de onderhandse plaatsing bij HAL in december, die dus buiten een AVA of BAVA om kon worden gedaan.
Claimemissie wordt overigens gegarandeerd door HAL, zoals al eerder bekend was.
Rights offering resolutions to be voted on at the AGM on 2 April 2013 and private placement price
adjustment
The announced settlement with Talisman on 11 March 2013 fulfils a condition precedent for a 10% rights offering fully
underwritten by HAL Investments ("HAL") of new ordinary shares on terms as described in the press release dated
20 December 2012 (the "Rights Offering"). At the Company’s Annual General Meeting of Shareholders ("AGM") on
2 April 2013, the AGM will decide on the relevant resolutions in connection with the Rights Offering.
The Company will furthermore receive an additional amount of US$ 27 million from HAL as a result of the announced
settlement with Talisman. HAL will pay this additional amount by way of a share premium contribution (agiostorting)
on the 17.1 million new ordinary shares (the "Private Placement Shares") it acquired through a private placement on
20 December 2012, resulting in an adjusted issue price of US$ 12.894 (twelve US Dollar and eighty nine point four
cents) per Private Placement Share, calculated in accordance with the formula as described in the press release
dated 20 December 2012.
Banking covenants
The Company confirms that all banking covenants will continue to be met following the payment of the settlement and
the subsequent adjustment to the issue price of the Private Placement Shares and the Rights Offering.
Background
On 20 December 2012, the Company announced it had completed a private placement of 17.1 million new ordinary
shares with HAL, at an initial issue price of €8.50 per ordinary share, equivalent to US$ 11.31 per ordinary share.
The Company furthermore announced that subject to the Company reaching a settlement with Talisman in respect of
the Yme MOPUstor project on or before 11 March 2013:
· HAL would pay an additional amount to the Company to reflect a revised, higher valuation for the Private
Placement Shares; and
· the Company would raise additional equity at the same price by means of the Rights Offering, subject to
customary conditions and the approval of the AGM.
Rights Offering
In the Rights Offering, the Company will offer rights to purchase new ordinary shares to those shareholders in the
Company at the date of record who are allowed to participate in the Rights Offering under applicable securities laws.
HAL agreed to fully underwrite the Rights Offering and also to exercise all rights granted to it in the Rights Offering.The issue price in the Rights Offering will be equal to the € equivalent of US$ 12.894, calculated on the basis of the
US$/€ exchange rate on 28 March 2013.
The relevant resolutions in connection with the Rights Offering will be considered at the SBM Offshore AGM on
2 April 2013. HAL has agreed to vote in favour of these resolutions.
Additional information regarding the Rights Offering will be provided following approval by the AGM on 2 April 2013.