The Bonds, which will be issued at par, are expected to be convertible into up to 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 coupon (which will be payable semi-annually in arrear) will be determined via an accelerated bookbuilding process currently expected to take place on 21 and 22 April 2015, the results of which are expected to be announced on no later than 23 April 2015. The initial conversion price will be U.S.$3.50 per ordinary share. The conversion price will be subject to customary adjustments pursuant to the terms and conditions of the Bonds. The Bonds will be 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 an existing shareholder loan (drawn down in an amount of approximately U.S.$126 million with approximately U.S.$3 million of accrued interest) will be settled by issuing Bonds in exchange for that loan on a dollar for dollar basis, free of payment.
The remainder of the Bonds will be offered to third party investors outside the United States.
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.