Cyprus, 27 January 2011:
Reference is made to announcement made today regarding the strategic cooperation with PGS for deep water node seismic and the NOK 240 million Convertible Loan to PGS. To establish a solid financial platform SeaBird Exploration PLC (the "Company" or "SeaBird") has also negotiated a 2 year extension with selected holders ("Bondholders") of the NOK 400m bond loan, FRN SeaBird Exploration Ltd Callable Bond Issue 2007/2012 (ISIN 001 035391.5) with maturity 14 February 2012 (the "Bond Loan") (the "Restructuring").
Bondholders representing 60% of the outstanding Bond Loan have confirmed that they will support the Restructuring in the bondholders' meeting.
The loan Restructuring consist of certain amendments of the Bond Loan whereby
| || (i)|| the maturity date of the Loan is being extended with two years from 14 February 2012 to 14 February 2014, |
| || (ii)|| the interest rate is increased from NIBOR plus 4.50 percentage points payable in cash to NIBOR plus 6.50 percentage points payable in cash and an additional plus 2.00 percentage points payable in cash or in the form of additional bonds at the discretion of the Company (the "PIK Interest"), |
| || (iii)|| the existing dividend restriction of the Bond Loan agreement is being amended so as to not allow dividends or other distributions as defined therein until maturity of the Bonds, |
| || (iv)|| call options for the Borrower to redeem the Bond Loan (plus any accrued interest) at 106% of par value at the interest payment date in February 2012 and at 103% of par value at the interest payment date in February 2013 are introduced and |
| || (v)|| the bonds are being split so that 1 bond of NOK 500,000 denomination shall be converted to 500,000 Bonds of NOK 1 to facilitate the PIK Interest.|
Conditions precedent for the Restructuring to be effective shall be that the Company obtains (i) approval from certain lenders to extend the maturity of the Company's current secured facility with no less than two years, (ii) approval from Perestroika to extend the maturity of the Company's current convertible loan with Perestroika with no less than one year and (iii) an agreement with Petroleum Geo-Services ASA concerning a five year, no less than NOK 240 million convertible loan to the Company.
A bondholders' meeting where SeaBird proposes the Restructuring of the Bond Loan is expected to be held before the extraordinary general meeting where the shareholders will vote over the authorization to issue shares as required for the Convertible Loan to PGS in relation to the cooperation agreement. In order for the bondholders' meeting to make a valid decision, Bondholders representing at least 50% of the Bond Loan must be represented and 2/3 of the bonds represented must vote in favor of the Restructuring.
Through completion of this restructuring, SeaBird will dramatically improve its debt repayment profile through 2012 and 2013.
For further queries, please contact:
CEO SeaBird Exploration
Phone: +971 504 539075
CFO SeaBird Exploration
Phone: +47 920 51 455
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SeaBird Exploration PLC "SeaBird" is a global provider of marine solutions for seabed acquisition of 3D/4C/4D multimode seismic data with OBN operations, marine 2D and 3D seismic data, 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). 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).