2nd May 2006 07:03
Soco International PLC02 May 2006 Not for distribution in or into the United States May 2, 2006 SOCO International plc - Convertible Bond Issue of $200 million SOCO International plc ("SOCO") announced today the launch of an offering ofUS$200 million of Guaranteed Convertible Bonds due 2013 (the "Bonds"). TheBonds, which will be issued by SOCO Finance (Jersey) Limited (the "Issuer"),will be convertible into the preference shares of the issuer which areexchangeable for fully paid ordinary shares of SOCO (the "Offering"). SOCO isacting as guarantor ("Guarantor") for the Offering. Background to and use of proceeds SOCO's group focuses on high quality projects in core areas of South East Asia,the Middle East and West Africa where it can use its expertise on projects thatoffer sufficient potential benefit and large enough participation to have a highimpact on the group. The group's strategy is to have oil and gas assets in eachphase of the oil and gas cycle - production, development and exploration and assuch is raising additional funds to continue its expansion. The net proceeds from the issue of the Bonds will be on-lent by the Issuer tothe Guarantor's group and will be used primarily to fund the group's existingappraisal and development opportunities in Vietnam, to allow the groupflexibility to acquire additional acreage in its core areas and for othergeneral corporate purposes. In 2005 six out of seven wells drilled on the group's oil and gas assets inYemen and Vietnam were successful. In 2006 SOCO has continued this explorationsuccess with its recently announced TGT-2X and TGT-3X wells in Vietnam testingat 17,500 bopd and 9,908 bopd respectively. The group announced the Declarationof Commerciality for the Ca Ngu Vang field, offshore Vietnam, on April 25, 2006and a Declaration of Commerciality on the Te Giac Trang field is expected tofollow. During 2006 SOCO is expected to commence infrastructure developmentactivities in Vietnam to move the discoveries to production, continueexploration and appraisal drilling in Vietnam and Yemen, progress productionenhancement efforts in Yemen and initiate a 3D seismic programme in Congo. Summary of the Bonds The Bonds will be issued at 100 per cent. of the principal amount and will beara cash coupon of between 4.5 per cent. and 5.0 per cent. per annum. Theconversion price will be set at a premium of between 37 per cent. and 42 percent. to the volume weighted average price of SOCO's ordinary shares from launchto pricing. The final terms of the Bonds are expected to be announced today.Settlement of the issue is expected to take place on May 16, 2006. Merrill LynchInternational is acting as sole bookrunner and lead manager. Bridgewell GroupLimited is acting as co-manager. Application will be made for the Bonds to be admitted to the Official List ofthe UK Listing Authority and to the London Stock Exchange plc for the Bonds tobe admitted to trading on the London Stock Exchange's Professional SecuritiesMarket. The Bonds will be offered outside the United States in compliance withRegulation S under the US Securities Act of 1933, as amended. In addition, theBonds may not be offered to, sold to or purchased or held by, or for the accountof, persons resident for income tax purposes in Jersey (other than financialinstitutions in the normal course of business). Stabilisation/ FSA Ed Story, President and Chief Executive Officer, commented: "The group achieved significant success in 2005 and the first quarter of 2006.Following the Declaration of Commerciality on the Ca Ngu Vang field and theexciting drilling results on the Te Giac Trang field offshore Vietnam, SOCO iswell placed to move its world class Vietnam assets to production. The group willalso continue to expand and develop its portfolio of assets across each phase ofthe oil and gas cycle". For further information please contact: SOCO International plc Tel: +44 20 7747 2000Roger Cagle, Deputy CEO and CFO Merrill Lynch International Tel: +44 20 7996 1000Michael HammondAndrew OsborneRussell Alton Pelham PR Tel: +44 20 7743 6676James HendersonAlisdair Haythornthwaite This press release is for information only and does not constitute an offer tosell, purchase, exchange or transfer any securities or a solicitation of anysuch offer in the United States or any other jurisdiction. The securitiesreferred to herein have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the "Securities Act"), and may not beoffered or sold in the United States absent registration or an exemption fromregistration under the Securities Act. Neither SOCO nor any other participant inthe transactions described herein intends to register any securities under theSecurities Act or with any securities regulatory authority of any state or otherjurisdiction in the United States in connection with the proposed transactionsdescribed in this announcement. This communication is directed only at personswho (i) are outside the United Kingdom (other than in Jersey) or (ii) haveprofessional experience in matters relating to investments or (iii) are personsfalling within Article 49(2)(a) to (d) ("high net worth companies,unincorporated associations etc") of The Financial Services and Markets Act 2000(Financial Promotion) Order 2005 (all such persons together being referred to as"relevant persons"). This communication must not be acted on or relied on bypersons who are not relevant persons. Any investment or investment activity towhich this communication relates is available only to relevant persons and willbe engaged in only with relevant persons. Securities to be issued pursuant toany offer may not be offered to, sold to or purchased or held by, or for theaccount of, persons resident for income tax purposes in Jersey (other thanfinancial institutions in the normal course of business). 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 resulting a requirement for publication by SOCOor Merrill Lynch International of a prospectus pursuant to Article 3 of theProspectus Directive. SOCO and Merrill Lynch International and any of theirrespective affiliates, and others will rely upon the truth and accuracy of theforegoing representations and agreements. Merrill Lynch International is acting solely for SOCO and no-one else and willnot be responsible for providing the protections afforded to customers ofMerrill Lynch International, respectively nor for providing advice in relationto the transaction. No representation or warranty, express or implied, is orwill be made as to, or in relation to, and no responsibility or liability is orwill be accepted by Merrill Lynch International or by any of their affiliates oragents as to or in relation to the accuracy or completeness of this release, orany other written or oral information made available to or publicly available toany interested party or its advisers and any liability therefore is herebyexpressly disclaimed. The distribution of this announcement and the offering orsale of the securities in certain jurisdictions may be restricted by law. Noaction has been taken by SOCO, Merrill Lynch International or any of theirrespective affiliates that would permit an offering of the securities orpossession or distribution of this announcement or any other offering orpublicity material relating to such securities in any jurisdiction where actionfor that purpose is required. Persons into whose possession this announcementcomes are required to inform themselves about and to observe any suchrestrictions. Merrill Lynch International is authorised and regulated by the UKFinancial Services Authority. THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA OR JAPAN This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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