3 February 2015, Limassol, Cyprus
Reference is made to the announcements on 29 January 2015 and 30 January 2015 regarding the restructuring (the "Restructuring") of SeaBird Exploration Plc ("SeaBird" or the "Company").
A condition for the Restructuring is that a minimum of USD 8.5 million in new equity (the "New Equity") would be raised, at NOK 0.10 per share.
The Company has obtained subscriptions for New Equity for a total of approximately USD 11.6 million or 884,687,500 new shares priced at NOK 0.10 per share.
Following the Restructuring, satisfaction of the Conditions (as defined and described below) and the issuance of New Equity, the Company will have 3,065,427,746 shares and 884,687,500 warrants outstanding.
In order to implement the share issue being undertaken as part of the Restructuring in the most tax efficient and timely manner, which is also the reason the New Equity is being raised as a private placement and not a rights issue, an extraordinary general meeting of the Company ("EGM1") will be convened whereby a new class of shares of the Company bearing certain special and increased rights resulting in 500 times shareholder rights (including voting rights and dividend rights) compared to the ordinary shares of the Company ("New Preference Shares") shall be issued by the Company for a limited period of time. The shares issued as New Equity and the shares to be issued through conversion of debt will be New Preference Shares which will be issued at a price per New Preference Share of 500 times the subscription price per ordinary share (i.e. 500 times NOK 0.10 for New Equity and 500 times NOK 0.30 for shares issued through conversion of debt). Each new ordinary share subscribed for will entitle the subscriber to a three-year warrant with a strike price of NOK 0.10 per share (i.e. each Preference share will entitle the subscriber to subscribe for 500 ordinary shares).
In order to facilitate the conversion of the New Preference Shares into ordinary shares a second separate extraordinary general meeting ("EGM2") will be convened in which the Company will reduce its authorized and issued share capital through a reduction of the nominal value of its shares from USD 0.10 to USD 0.0001 and the authorized share capital of the Company shall be simultaneously increased to a higher amount to be divided into ordinary shares of USD 0.0001 each, such higher amount to be specified in the notice for EGM2. The New Preference Shares shall be convertible automatically into ordinary shares in the Company at a rate of 1 New Preference Share to 500 ordinary shares of nominal value USD 0.0001 each once the capital reduction is completed after notice periods, required under Cypriot regulations have expired. It is intended that these new ordinary
shares will be listed on the Oslo Stock Exchange following conversion and the publication and approval of a listing prospectus for the new equity raised.
The completion of the Restructuring is subject to the satisfaction of a number of outstanding conditions (the "Conditions"), some of which are outside the control of the Company. The Conditions include, amongst other things: (i) the Company must obtain approvals of the Restructuring from the requisite number of shareholders at EGM1, (ii) the Company must obtain approvals of the Restructuring by the requisite number of holders of SBX03 at a bondholders' meeting, (iii) there must be no enforcement action taken by any creditors for any material claim or bankruptcy of any SeaBird group entity, (iv) a minimum of USD 8.5 million in New Equity must be raised and (v) final documentation required to implement the Restructuring, including final documentation on revised terms with trade creditors, must be entered into. There are no guarantees that all conditions for the Restructuring will be fulfilled in an appropriate and/or timely manner.
ABG Sundal Collier Norge ASA, Fearnley Securities AS and RS Platou Markets 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.
SeaBird is a global provider of marine acquisition for 2D/3D and 4D 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/deep water 2D/3D and 4D 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 pursuant to section 5-12 of the Norwegian Securities Trading Act.
For further queries contact:
CEO SeaBird Exploration
Phone: +47 90883737
CFO SeaBird Exploration
Phone: +971 4 427 1700