30th May 2007 13:58
Premier Oil PLC30 May 2007 PREMIER OIL PLC ("Premier") Premier Oil plc completes the USD 250 million offering of Convertible Bonds due 2014 THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, JERSEY, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHERJURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW Premier announces that the terms for the USD 250 million guaranteed convertiblebonds due 2014 (the "Convertible Bonds") have been fixed as follows: - the issue size is USD 250 million; - the conversion price has been set at 1582 pence per share, which represents a 45 per cent. premium over the volume weighted average price of Premier's ordinary shares from launch to pricing; - the fixed rate of exchange is set at US$1.9745 = £1.00; and - the coupon has been set at 2.875 per cent. per annum payable semi-annually in arrear; The Convertible Bonds, which will be issued by Premier Oil Finance (Jersey)Limited (the "Issuer"), will be convertible into preference shares of the Issuerwhich are exchangeable for fully paid ordinary shares of Premier based on theabove conversion price, which represents 9.76 per cent. of Premier's currentissued ordinary share capital. Premier is acting as Guarantor of the Bonds. Application will be made for the Convertible Bonds to be admitted to theofficial list of the UK Listing Authority and admitted to trading on theProfessional Securities Market of the London Stock Exchange plc. Proceeds ofthe offering will initially be utilised to pay down existing debt, and then tofund part of Premier's development programme over the next three years. The Bonds are expected to be issued and settle on or about 27th June 2006. Barclays Capital and Merrill Lynch International are Joint Bookrunners and JointLead Managers for the offering. The Co-Managers are UBS Limited and OrielSecurities. 30 May 2007 ENQUIRIES Premier Oil plc Tel: 020 7730 1111Tony Durrant Barclays Capital Tel: 020 7773 6536Nick Smith Merrill Lynch Tel: 020 7628 1000Andrew OsborneRussell Alton Pelham PRJames Henderson Tel: 020 7743 6673Gavin Davis Tel: 020 7743 6677 STABLISATION/FSA In connection with the issue of the Convertible Bonds, Merrill LynchInternational or any agent acting on its behalf (the "Stabilising Manager") may,to the extent permitted by applicable laws and directions, over-allot or effecttransactions with a view to supporting the market price of the Convertible Bondsat a level other than that which might otherwise prevail, for a limited periodafter the issue date but in so doing the Stabilising Manager shall act asprincipal and not as agent of Premier. The Stabilising Manager is, however, notobliged to do this. Such stabilising, if commenced, may be discontinued at anytime and must be brought to an end after a limited period. Such stabilisingshall be conducted in accordance with all applicable laws and rules. Thestabilisation period is expected to start on the date of this announcement andis expected to end no later than 27th June 2007. THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THEUNITED STATES (AS DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933,AS AMENDED ("REGULATION S"). THIS ANNOUNCEMENT IS NOT AN OFFER TO SELLSECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THEREBE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULDBE UNLAWFUL. THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT HAVE NOT BEEN ANDWILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIESACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATESABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY OR THE SOLICITATION OF AN OFFER TO BUY ANY CONVERTIBLE BONDS. THIS ANNOUNCEMENT IS DIRECTED ONLY AT PERSONS WHO (I) ARE OUTSIDE THE UNITEDKINGDOM OR (II) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TOINVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETSACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR (III) ARE PERSONSFALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE ACTED ON ORRELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENTACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANTPERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), THIS ANNOUNCEMENT ANDANY OFFER IF MADE SUBSEQUENTLY IS DIRECTED ONLY AT PERSONS WHO ARE "QUALIFIEDINVESTORS" WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC(THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHOACQUIRES THE SECURITIES IN ANY OFFER (AN "INVESTOR") OR TO WHOM ANY OFFER OF THESECURITIES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS AQUALIFIED INVESTOR. ANY INVESTOR WILL ALSO BE DEEMED TO HAVE REPRESENTED ANDAGREED THAT ANY SECURITIES ACQUIRED BY IT IN THE OFFER HAVE NOT BEEN ACQUIRED ONBEHALF OF PERSONS IN THE EEA OTHER THAN QUALIFIED INVESTORS OR PERSONS IN THE UKAND OTHER MEMBER STATES (WHERE EQUIVALENT LEGISLATION EXISTS) FOR WHOM THEINVESTOR HAS AUTHORITY TO MAKE DECISIONS ON A WHOLLY DISCRETIONARY BASIS, NORHAVE THE SECURITIES BEEN ACQUIRED WITH A VIEW TO THEIR OFFER OR RESALE IN THEEEA TO PERSONS WHERE THIS WOULD RESULT IN A REQUIREMENT FOR PUBLICATION BYPREMIER OIL FINANCE (JERSEY) LIMITED, PREMIER OIL PLC, BARCLAYS BANK PLC ORMERRILL LYNCH INTERNATIONAL OF A PROSPECTUS PURSUANT TO ARTICLE 3 OF THEPROSPECTUS DIRECTIVE. PREMIER OIL FINANCE (JERSEY) LIMITED, PREMIER OIL PLC,BARCLAYS BANK PLC AND MERRILL LYNCH INTERNATIONAL AND ANY OF THEIR RESPECTIVEAFFILIATES, AND OTHERS WILL RELY UPON THE TRUTH AND ACCURACY OF THE FOREGOINGREPRESENTATIONS AND AGREEMENTS. 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