The Bonds, which were issued at par in an initial aggregate principal amount of U.S.$300 million and will be convertible into approximately 85.7 million new Sequa Petroleum N.V. ordinary shares, representing up to approximately 30% of the ordinary shares of Sequa Petroleum N.V. following conversion in full of the Bonds.
Proceeds from the offering will allow the Sequa Petroleum group to finance its acquisition activities as well as being used for its general financing and corporate purposes.
The Bonds were issued with an annual coupon of 5.00% (which will be payable semi-annually in arrear). The initial conversion price is U.S.$3.50 per ordinary share. The conversion price is subject to customary adjustments pursuant to the terms and conditions of the Bonds. The Bonds were issued by Sequa Petroleum N.V. and are intended to be listed on the Cayman Islands Stock Exchange on or before the first interest payment date in respect of the Bonds.
The repayment obligation under a previously existing shareholder loan (drawn down in an amount of approximately U.S.$126 million with approximately U.S.$3 million of accrued interest) was settled by issuing Bonds in exchange for that loan on a dollar for dollar basis, free of payment.
In addition, U.S.$95.6 million in aggregate principal amount of the Bonds were issued and are held on behalf of the Issuer for the purposes of prospective sales to third party purchasers outside the United States. Any such Bonds which have not been sold during the period of six weeks immediately following today’s closing will be cancelled and holders of the Bonds will be notified of the final issue size following the expiry of the six week period referred to above.
U.S.$75 million of the proceeds from the issuance of the Bonds (less certain fees and expenses) were paid to Sequa Petroleum N.V. at closing.
Anoa Capital S.A. is acting as Sole Global Coordinator, and, together with ADS Securities LLC, Abu Dhabi, as Joint Bookrunner. In addition, Sapinda Asia Limited, an existing shareholder of Sequa Petroleum N.V. has entered into a commitment, subject to regulatory approvals, to subscribe for up to U.S.$62.5 million of additional ordinary shares in Sequa Petroleum N.V. during 2015.