Offering by Maurel & Prom of OCEANE due July 31, 2015 in a Maximum Amount Equal to Approximately EUR 70 MillionBy Maurel Prom, PRNE
Wednesday, July 7, 2010
Determination of final terms of the 2015 OCEANE
PARIS, July 8, 2010 - Maurel & Prom (the "Company") launched today its offering of
bonds convertible into and/or exchangeable for new or existing shares
(OCEANEs) due July 31, 2015 (the "Bonds") in a principal amount of
approximately EUR 65 million (after exercise by Maurel & Prom of the
extension clause), or up to approximately EUR 70 million in the event the
over-allotment option granted to BNP Paribas (the "Lead Manager and
Bookrunner") is exercised.
This offering aims to contribute to financing the acquisition
transactions in progress in Nigeria, of the OML 4, 38 and 41, by SEPLAT, in
which Maurel & Prom holds a 45% interest. The final closing for the transfer
of properties to SEPLAT is planned for the end of this month. Negotiations
regarding a possible acquisition of all or some of the NNPC's rights in the
blocks mentioned above will require the deposit of a minimum guarantee.
In addition, the financing of the Nigerian share of SEPLAT is
still in negotiations and should be finalized as from late September. In the
meantime, Maurel & Prom will provide bridge cash financing until that date.
This offering of OCEANE limited to qualified investors will
enable Maurel & Prom's to maintain the pace of its development programs
underway in Gabon. The treasury shares of Maurel & Prom could be used in
priority upon conversion of the Bonds.
The Bonds were issued at EUR 12.70 per Bond, representing an
issue premium of 30 % over the reference price of Maurel & Prom shares on
Euronext Paris, i.e. EUR 9.7681. The Bonds will entitle the holders to
receive new and/or existing Maurel & Prom shares at the ratio of one share
for one Bond, subject to any further adjustments. The Bonds will bear
interest at an annual rate of 7.125 % and will be redeemed at par on July 31,
2015. The Bonds may be subject to early redemption under certain conditions.
This press release does not constitute an offer to purchase
the Bonds and Bonds will not be offered to the public in any country. The
offering of the Bonds has been made in a private placement in France and
outside France in accordance with article L.411-2-II of the French Code
Monétaire et Financier.
The issue date and settlement and delivery date of the Bonds
is expected to be July 28, 2010.
Application will be made to list the Bonds on the Euro MTF
Market of the Luxembourg Stock Exchange. A prospectus will be submitted to
the Luxembourg Stock Exchange for approval.
BNP PARIBAS is acting as sole Manager and Bookrunner of the
 The reference price is equal to the volume-weighted average price
of Maurel & Prom's shares on Euronext Paris from the opening of trading on
July 8, 2010 until the final terms of the Bonds are fixed.
For more information, see www.maureletprom.com
Maurel & Prom is listed on Euronext Paris - compartment A - CAC mid 100
Isin FR0000051070/ Bloomberg MAU.FP/ Reuters MAU.PA
This press release is an advertisement and not a prospectus
within the meaning of Directive 2003/71/EC of the European Parliament and the
Council of November 4th, 2003 (as implemented in each member State of the
European Economic Area (the "Member States"), the "Prospectus Directive"). No
action is or will be taken in any member state of the European Economic Area
to make an offer to the public of securities requiring the publication of a
prospectus in any such member state.
This press release does not, and shall not, in any
circumstances constitute a public offering by Maurel & Prom of Bonds nor an
invitation to the public in connection with any offer. No action has been or
will be taken in any country or jurisdiction that would permit a public
offering of the Bonds, or the possession or distribution of this press
release or any other offering or publicity material relating to the Bonds, in
any country or jurisdiction where action for that purpose is required. The
offering or subscription of the Bonds may be subject to specific legal or
regulatory restrictions in certain jurisdictions. Maurel & Prom takes no
responsibility for any violation of any such restrictions by any person.
The Bonds have been offered only to qualified investors within
the meaning of the Prospectus Directive.
In relation to each Member State which has implemented the
Prospectus Directive (each, a "Relevant Member State"), no action has been
undertaken or will be undertaken to make an offer to the public of the Bonds
requiring a publication of a prospectus in any Relevant Member State. As a
result, the Bonds may only be offered in Relevant Member States: (a) to legal
entities which are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities; (b) to any legal entity which has two or more
of (1) an average of at least 250 employees during the last financial year;
(2) a total balance sheet of more than EUR43,000,000 and (3) an annual net
turnover of more than EUR50,000,000, as shown in its last annual or
consolidated accounts; or (c) in any other circumstances falling within
Article 3(2) of the Prospectus Directive.
The Bonds will not be offered or sold, and this press release
or any other offering or publicity material relating to the Bonds may not be
distributed, in the Republic of France, except to (i) providers of investment
services relating to portfolio management for the account of third parties
and/or (ii) qualified investors (investisseurs qualifiés) acting for their
own account, other than individuals, all as defined in, and in accordance
with, articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code
monétaire et financier and applicable regulations thereunder.
This press release is for distribution only to persons who (i)
are outside the United Kingdom, (ii) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial promotion) Order 2005, (iii) are
"high net worth entities" and other persons, to whom this press release may
be legally distributed within the meaning of Article 49(2) (a) to (d) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or
(iv) are any other person to whom this press release may be communicated
under applicable law (all such persons together being referred to as
"Qualified Persons"). The Bonds are intended only for Qualified Persons, and
no invitation, offer or agreements to subscribe, purchase or otherwise
acquire such Bonds may be proposed or concluded other than with Qualified
Persons. Any person other than a Qualified Person may not act or rely on this
press release or any provision thereof.
This press release does not constitute an offer to sell or a
solicitation of an offer to purchase any securities in the United States. The
securities referred to herein have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act") or the
laws of any state within the United States, and may not be offered or sold in
the United States except in a transaction not subject to, or pursuant to an
applicable exemption from, the registration requirements of the Securities
Act or any state securities laws. This press release and the information
contained herein may not be distributed or sent into the United States. No
offering of the Bonds is being made in the United States.
This press release contains forward-looking statements based on estimates
and assumptions. Forward-looking statements include, among other things,
statements concerning the business, future financial condition and prospects
of the Issuer. For each of these statements, you should be aware that
forward-looking statements involve known and unknown risks and uncertainties.
Although it is believed that the expectations reflected in these
forward-looking statements are reasonable, there is no assurance that the
actual results or developments anticipated will be realized or, even if
realized, that they will have the expected effects on the business, financial
condition or prospects of the Issuer. These forward-looking statements speak
only as of the date on which the statements were made, and no obligation has
been undertaken to publicly update or revise any such forward-looking
statements except as required by applicable laws and regulations.
In accordance with the terms of the Underwriting Agreement to
be entered into between the Company and the Manager, BNP Paribas, acting as
stabilizing Manager (or any other affiliated institution) will have the
ability, but not the obligation, as from the moment on which the final terms
of the Bonds and the Offering become public, i.e. on July 8, 2010, to
intervene, so as to stabilize the market for the Bonds and possibly the
Shares of the Company, in accordance with applicable legislation, and in
particular Regulation (EC) No. 2273/2003 of the commission dated december 22,
2003. If implemented, such stabilization activities may be suspended at any
time and will end on July 23, 2010, in accordance with article 8.5 of CE
Regulation No.2273/2003. Such transactions could affect the price of the
Bonds and/or Shares of the Company and could result in such prices being
higher than those that might otherwise prevail.
Contact: INFLUENCES Clémentine Dourne Catherine Durand-Meddahi Tel: +33-1-42-72-46-76 Tel : +33-1-42-72-46-76 Email:firstname.lastname@example.org Email: email@example.com
INFLUENCES, Clémentine Dourne, Tel: +33-1-42-72-46-76, Email:c.dourne at agence-influences.fr; Catherine Durand-Meddahi, Tel : +33-1-42-72-46-76, Email: c.meddahi at agence-influences.fr
Tags: France, July 8, Maurel & Prom, Paris