Polarcus Limited is pleased to announce that the Company intends to issue USD 125 million in principal amount of Senior Secured Convertible Bonds (the “Bonds”) with a five-year tenure.
The purpose of the Bonds is to finance the acquisition and completion of POLARCUS SELMA, an ultra-modern and Arctic-ready 8 streamer 3D seismic vessel of the ULSTEIN SX133 design currently being built at Drydocks World – Dubai in the United Arab Emirates. From delivery of POLARCUS SELMA, scheduled for delivery in Q3 2011, the Bonds will, inter alia, be secured by a 1st priority vessel mortgage.
The issuance of the Bonds highlights Polarcus’ view that the increased tender activity and strengthening backlog currently being witnessed by the Company is tangible evidence of a sustainable upturn commencing in the 3D marine seismic services market. The Bonds are convertible into common shares of Polarcus. The Bonds are expected to have an annual coupon in the range of 2.50% to 3.25% payable semi-annually in arrears, and a conversion premium of 30% to 35%, based on the volume weighted average share price of Polarcus’ shares on the Oslo Stock Exchange for the trading period commencing 12 April 2011 and ending 13 April 2011.
The Bonds will be issued and redeemed at 100% of their principal amount and will, unless previously redeemed, converted or purchased and cancelled, mature in April 2016. The Bonds are expected to be settled on or around 27 April 2011. In order to support the convertible bond issue, Zickerman Holding Ltd has agreed to lend out shares in the Company for the purpose of enabling investors to have access to the Company’s shares as a hedge. Polarcus expects to announce the final terms and conditions related to the convertible bond transaction on 13 April 2011. ABG Sundal Collier is acting as Lead Manager and Sole Bookrunner for the transaction. DnB NOR Markets and Pareto Securities are Co-Managers.