Mandatory notification of trade
9/5/2012 10:32 AM EST
Siem Industries Inc has today successfully placed
Senior Secured Exchangeable Bonds Linked to Common
Shares of Subsea 7 S.A for US$ 400 million,
potentially increased by the exercise of a greenshoe
option to up to US$ 445 million. The exchangeable
bonds, which will mature on 12 September 2019, may be
exchanged for common shares of Subsea 7 S.A. at an
exchange price of US$ 29.0021 (subject to adjustments
in accordance with the terms of the Bond Agreement)
in the period beginning on 1 November 2012 and ending
10 days before the final maturity date of the
exchangeable bonds. Based on the initial exchange
price and absent the exercise of the greenshoe
option, the exchangeable bonds may be exchanged for a
total of 13,792,104 common shares of Subsea 7 S.A.
Under the bond agreement, Siem Industries Inc holds
the right to redeem the exchangeable bonds at any
redemption date by delivering such number of Subsea 7
common shares as is determined by dividing the
principal amount of the bonds by the average of the
volume weighted average price of a share converted at
the prevailing USD:NOK spot exchange rate, for a
period of 20 dealing days ending on the date falling
three dealing days prior to the relevant redemption
date.
Siem Industries Inc holds 69,731,930 common shares in
Subsea 7 S.A.
Siem Industries Inc is represented at the board of
directors of Subsea 7 S.A. through Kristian Siem and
Eystein Eriksrud.