SeaBird completes restructuringCompany News // March 3, 2015
Referring to earlier announcements about the restructuring process at the company and to the convening of Extraordinary General Meetings and a bondholders meeting to approve a restructuring by the company's shareholders and the bondholders, SeaBird Exploration Plc has now confirmed that the conditions for the restructuring have now been fulfilled.
On this basis, the company has issued 6,015,693 preference shares each with a par value US$0.1. Each preference share carries 500 times the rights of the common shares listed on Oslo Børs under the ticker 'SBX.'
The preference shares will be automatically converted into common shares following a reduction of the company's authorized and issued share capital, through the reduction of the nominal value of its shares from US$0.1 to US$0.0001 (the reduction) and issue by the Registrar of Companies in Cyprus of the relevant certificate confirming the reduction.
The reduction is subject to approval by an Extraordinary Shareholders Meeting (EGM2) scheduled for 5 March 2015, and will be completed after notice periods required under Cypriot regulations have expired, estimated to occur during the second quarter of 2015.
After confirmation of the reduction, the preference shares will be converted at an exchange rate of 500:1 common shares per preference share, hence a total of 3,007,846,500 shares will be issued to preferred shareholders following the reduction. Post conversion of the preference shares the total outstanding amount of common shares in the company will be 3,065,427,746. The company has also issued 1,769,375 warrants, convertible into 884,687,500 ordinary shares after the reduction. There will be no preference shares outstanding in the company following the reduction.
The company's subsidiary SeaBird Exploration Finance Ltd has further issued a new secured bond (SBX04). SBX04 is a three-year secured bond issued in two tranches, one Tranche A of US$5 million carrying a 12 per cent interest pa and one Tranche B of US$24.34 million carrying an interest of 6 per ent pa, secured against certain assets of the SeaBird group. Interest will be paid quarterly. The first principal payment date will occur two years after the date of settlement of the SBX04, at which time US$2 million shall be payable on that interest payment date and quarterly on each following interest payment date with a bullet payment to be made on maturity.
It is intended that the SBX04 bond will be listed on the Oslo Stock Exchange. In addition, Scandinavian Bunkering AS has extended a credit facility of US$2,354,256 to the SeaBird Group, secured pari passu with the Tranche B BSX04 bondholders.
One vessel owner has extended an unsecured loan facility of US$2,120,253. Both these facilities have been extended through conversion of existing claims against the SeaBird Group.
ABG Sundal Collier Norge ASA, Fearnley Securities AS and RS Platou AS act as financial advisors to the Company. Advokatfirmaet Schjødt AS and Montanios & Montanios act as Norwegian and Cypriot legal counsel to the company, respectively.