NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
The Refinancing
The refinancing (the “Refinancing”) will address upcoming maturities by:
- Extension of at least approximately 90% (
USD 339 million ) of the existingUSD 377 million TLB from the current maturity inMarch 2021 toMarch 2024 USD 150 million of incremental TLB with same maturity and terms as the extended TLB- Extension of
USD 215 million of the RCF toSeptember 2023 - Approximately
USD 95 million of new equity
The proceeds from the
The Company has received TLB and RCF commitments of
The terms and conditions of the TLB and RCF are summarized in a company presentation made available on the Company’s website www.pgs.com. The TLB has a floating interest at Libor + a basic margin grid of 600-700 basis points depending on the Company’s leverage ratio, which corresponds to an interest rate of 7.60-8.60% if current 4-year Swap interest rate is applied.
Update on Fourth Quarter and Full Year 2019 Financial Numbers
The Company’s fourth quarter and preliminary full year 2019 financial statements are scheduled to be approved by the Board of Directors of PGS (the “Board”) on
The Company provides this information based on the current status of completing its fourth quarter and full year 2019 financial statements. The Company has not completed all its financial reporting and related consolidation, review and control procedures. The estimates provided in this release are therefore subject to change and the fourth quarter and preliminary full year 2019 financial statements finally approved and released by the Company may deviate from the information herein.
The information provided below includes certain alternative performance measures (“APMs”). These APMs are consistent with those used in the Company’s annual and quarterly financial statements and reference is made to the Company’s third quarter 2019 financial statements for a definition of the APMs.
Key Financial Figures | ||||||||||
(Unaudited) | Quarter ended | Year ended | ||||||||
(In millions of US dollars, except per share data) | 2019 | 2018 | 2019 | 2018 | ||||||
Profit and loss numbers Segment Reporting | ||||||||||
Segment Revenues | 288.4 | 245.2 | 880.1 | 834.5 | ||||||
Segment EBITDA | 194.1 | 154.5 | 556.1 | 515.9 | ||||||
Segment EBIT ex. impairment and other charges, net | 70.1 | 47.9 | 96.4 | 36.3 | ||||||
Profit and loss numbers As Reported | ||||||||||
Revenues | 332.6 | 269.8 | 930.8 | 874.3 | ||||||
EBIT | 54.2 | 26.3 | 54.6 | 39.4 | ||||||
Net financial items | (25.7) | (31.1) | (92.2) | (87.3) | ||||||
Income (loss) before income tax expense | 28.5 | (4.8) | (37.6) | (47.9) | ||||||
Income tax expense | (17.8) | (18.7) | (34.1) | (40.0) | ||||||
Net income (loss) to equity holders | 10.7 | (23.5) | (71.7) | (87.9) | ||||||
Basic earnings per share ($ per share) | 0.03 | (0.07) | (0.21) | (0.26) | ||||||
Other key numbers As Reported by IFRS | ||||||||||
Net cash provided by operating activities | 94.8 | 117.3 | 474.3 | 445.9 | ||||||
Cash investment in MultiClient library | 41.3 | 40.2 | 244.8 | 277.1 | ||||||
Capital expenditures (whether paid or not) | 17.7 | 16.1 | 59.1 | 42.5 | ||||||
Total assets | 2,273.3 | 2,384.8 | 2,273.3 | 2,384.8 | ||||||
Cash and cash equivalents | 40.6 | 74.5 | 40.6 | 74.5 | ||||||
Net interest bearing debt* | 1,007.5 | 1,109.6 | 1,007.5 | 1,109.6 | ||||||
Net interest bearing debt, including lease liabilities following IFRS 16* | 1,204.6 | 1,204.6 | ||||||||
*Following implementation of IFRS 16, prior periods are not comparable to | ||||||||||
Net financial items in the fourth quarter includes a share of loss from associated companies of
The net cash provided by operating activities for the fourth quarter 2019 reflects a revenue profile related increase of accounts receivable and accrued revenues by
The order book totaled
The Private Placement
As part of the Refinancing, the Company is contemplating a private placement (the "Private Placement") of new ordinary shares (the “New Shares”) for gross proceeds of up to
The Private Placement is directed towards investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. PGS has retained Nordea Bank Abp, filial i Norge,
The subscription price for the New Shares (the “Subscription Price”) will be determined by the Board based on an accelerated bookbuilding process. The application period for the Private Placement will commence today,
Allocation of the New Shares will be determined after the expiry of the book-building process by the Board's sole discretion, where the Board will focus primarily on existing shareholding in the Company, but also take into account other criteria such as (but not limited to) timeliness of the application, price leadership, relative order size, sector knowledge, perceived investor quality and investment horizon. The New Shares will be allocated by the Board on a conditional basis subject to, inter alia, the Company's shareholders resolving to issue the New Shares at the EGM (as defined below). No guarantee can be given that such resolution will be passed.
Completion of the Private Placement by delivery of New Shares to investors is conditional upon, inter alia, (i) the Company raising a minimum of the NOK equivalent of
The Company will announce the result of the Private Placement, the number of shares allocated in the Private Placement and the Subscription Price in the Private Placement through an announcement expected to be published before opening of trading on Oslo Børs, tomorrow,
Settlement for the Private Placement is expected to occur on a delivery versus payment basis. The shares delivered to the subscribers are thus expected to be tradable upon delivery. The settlement date is expected to be shortly after the EGM.
Subject to the pricing of the Private Placement, the Company has agreed to a lock-up period, commencing on the date hereof and continuing until 90 days after closing of the Private Placement, for issuance of, among other things, equity securities, subject to customary exemptions (including the subsequent offering referred to herein.
The contemplated Private Placement involves the setting aside of the shareholders’ preferential rights to subscribe for the New Shares. The Board is of the opinion that the Private Placement structure will be required to secure the minimum equity raise condition to the completion of Refinancing, reduce execution and completion risk, allow for the Company to raise capital more quickly, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Furthermore, the Board has put much emphasis on allocation criteria for existing shareholdings in the Company.
The Subsequent Offering
Subject to inter alia (i) completion of the Private Placement, (ii) relevant corporate resolutions including approval by the Board and the EGM, (iii) prevailing market price of PGS’ shares being higher than the Subscription Price, and (iv) approval of a prospectus by the
Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the Private Placement.
Contacts:
Mobile: +47 99 24 52 35
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IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of PGS. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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