30th May 2007 07:02
Premier Oil PLC30 May 2007 PREMIER OIL PLC ("Premier") Premier Oil plc launches USD 250 million offering of Convertible Bonds 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 today that it intends to make an offering (the "Offering") ofapproximately USD 250 million guaranteed convertible bonds due 2014 (the "Convertible Bonds") to international institutional investors. The ConvertibleBonds, which will be issued by Premier Oil Finance (Jersey) Limited (the "Issuer"), will be convertible into preference shares of the Issuer which areexchangeable for fully paid ordinary shares of Premier. Premier will act asGuarantor of the Convertible Bonds. The final size of the transaction, which will be determined at the time ofpricing, will be convertible into up to approximately 8.2 million shares or 10%of Premier's outstanding share capital. The seven year Convertible Bonds are expected to carry a coupon of between2.875% and 3.375% per annum and the conversion price is expected to be set at apremium of between 40% and 45% to the volume weighted average price of Premier'sordinary shares from launch to pricing. The Convertible Bonds will be issued andredeemed at par on maturity subject to a share settlement option in favour ofthe Issuer on customary terms. The Issuer has the right to redeem alloutstanding Convertible Bonds after the fifth anniversary of closing if theshares of Premier trade at 130% or more of the then prevailing conversion pricefor a specified period of time. The Convertible Bonds are expected to pricetoday and closing is expected on or about 27th June 2007. Premier is issuing the Convertible Bonds to benefit from the attractivefinancing opportunities available in the current convertible market. 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. Application will be made for the Convertible Bonds to be listed and admitted tothe Official List of the UK Listing Authority and admitted to trading on theProfessional Securities Market of the London Stock Exchange plc. Barclays Capital and Merrill Lynch International are the Joint Bookrunners andJoint Lead Managers for the Offering. Simon Lockett, Premier's Chief Executive, commented: "Premier has an extensive development programme that will see a significantincrease in production from current levels. The proposed funding willcontribute substantially to the investment required" 30 May 2007ENQUIRIESPremier 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 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. STABILISATION/FSA. MERRILL LYNCH INTERNATIONALWILL BE THE STABILISING MANAGER. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
PMO.L