3 March, 2009. Cyprus/British Virgin Islands: Reference is made to stock exchange notification of 26 February 2009 in which SeaBird Exploration Limited (`SeaBird` or the `Company`) announced a private placement with the purpose of restructuring of the NOK 200m bond loan, FRN SeaBird Exploration Ltd Open Bond Issue 2006/2009 (ISIN 001 032604.4) with maturity 14 July 2009 (the `Bond Loan`). SeaBird has, based on a revised restructuring proposal for the NOK 200 million bond loan, successfully completed a private placement of 30,900,000 new shares at a price of NOK 2.0 with the gross proceeds of NOK 61.8 million.
After negotiations with both equity investors and bondholders, SeaBird has altered the terms offered to the bondholders. The revised proposed amendments to the Bond Loan (the `Proposal`) will reduce the capital recruitments needed to complete the restructuring. Consequently, the minimum proceeds from the Private Placement were reduced to NOK 60 million. The Proposal will be presented in a bondholders meeting expected to be held on 12 March 2009. Simplified, the bondholders will be offered either:
(i) the option to put their bonds to SBX for cash consideration for the bonds of 55% plus accrued interest of the principal, or
(ii) to continue as a bondholder, however so that 25% of the bonds shall be redeemed at nominal value and so that the terms for the Bond Loan are amended to extend maturity with two years and the negative pledge provisions are removed.
The Private Placement is conditional that the requisite majority of bondholders vote in favor of SeaBird's Proposal, credit committee approval from one of the Company's banks for a minimum of USD 5 million in new funding and certain other formalities and approvals. Furthermore the Private Placement is conditional upon valid resolution by the Seabird's Board of Directors to issue the new shares allocated in the Private Placement and such other corporate resolutions and actions deemed necessary to effectuate the Private Placement.
The Company`s board of directors have initiated a subsequent repair offering approximately 4,000,000 new shares at price of NOK 2.0 per share. The contemplated subsequent offering will be directed to shareholders of the Company who as of 2 March 2009 were not invited to participate in the Private Placement. The shares in the Company will trade excluding rights to participate in the contemplated subsequent repair offering from 3 March 2008. The subsequent repair offering is conditional upon the same terms and conditions as the Private Placement.
For further queries contact:
CEO SeaBird Exploration
Phone: + 971 504 539075
CFO SeaBird Exploration
Phone: + 47 916 39367
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SeaBird Exploration Limited `SeaBird` is a global provider of marine 2D and 3D seismic data, solutions for seabed acquisition of 4C/4D multimode seismic, and associated products and services to the oil and gas industry. SeaBird specializes in high quality operations within the high end of the source vessel and 2D market, as well as in the shallow water 2D/3D market. Main focus for the company is proprietary seismic surveys (contract seismic). SeaBird does not have a multi-client data library. Main success criteria for the company are an unrelenting focus on Health, Safety, Security, Environment and Quality (HSSEQ), combined with efficient collection of high quality seismic data.
All statements in this press release other than statements of historical fact are forward-looking statements and are subject to a number of risks, uncertainties and assumptions that are difficult to predict, and are based upon assumptions as to future events that may not prove accurate. These factors include SeaBird`s reliance on a cyclical industry and the utilization of the company's vessels. Actual results may differ substantially from those expected or projected in the forward-looking statements.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)