NOR – ADMENDMENTS TO TERMS OF PROPOSED REFINANCING
Stavanger, 4 November 2013: Reference is made to stock exchange announcement from Norwegian Energy Company ASA ("Noreco" or the "Company", ticker "NOR") on 21 October 2013 regarding its proposed refinancing plan, as well as subsequent releases.
As previously reported, several of the largest bondholders had expressed their support for the proposed refinancing package prior to announcement. Since announcement and following placing of the required equity, the Company and its advisors have continued dialogue with the respective stakeholders, receiving support for the proposal which, if adopted, will provide the Company with a set of loan terms permitting further long-term development of the Company's assets. Some bondholders, and especially holders of NOR05 and NOR08 who were expecting to be repaid in December 2013, have however expressed concerns that their individual interests have not been properly addressed in the proposed solution. Given this and other feedback which have been brought forward, the Company has today resolved to amend the proposed refinancing plan as follows:
- The terms of the new convertible bond loan included a conversion option in years 4 and 5. These terms will be changed to allow for conversion by bondholders at any time during the term of the bond loan.
- The terms of the new 2nd lien bond included a tenor of 7 years. This will be changed to a tenor of 5.5 years, by the Company immediately committing to call the bond with effective date 5.5 years after settlement date. Such call will be made at the prevailing call premium (being 102%).
- The terms of the new 2nd lien bond included a PIK interest option for the Company with respect to 50% of the incurred interest in 2014. This option will be removed, by the Company hereby declaring that it will not exercise such option.
These amendments will not have any impact on the Huntington and Denmark bond or the Oselvar bond.
The reduced tenor implies an amortization on the 2nd lien bond of NOK 100 million in year 4, NOK 200 million in year 5, and NOK 436 million at maturity. The removal of the PIK interest option will have a potential impact on the cash position of the Company of around NOK 25 million in 2014, but will reduce the interest cost and debt outstanding in the following years. In this respect the Company would emphasize that it through equity raised have obtained subscriptions for the full amount of NOK 430 million, NOK 30 million above the minimum threshold.
The amendment to the terms of the convertible bond should be positive for all creditors, as it gives a potentially larger equity cushion and reduced debt level.
The above changes will be set out in a letter to the bondholders through the trustee today and made available on www.stamdata.no and www.newsweb.no. In the letter the Company has irrevocable undertaken to the trustee (on behalf of the bondholders) the above described points. As described therein, and as required by the Company’s financial position, the bondholders' meetings scheduled for 5 November 2013 will not be delayed, but will proceed as planned and summoned for all the bonds.
Based on dialogue with and confirmations from bondholders, the Company and its advisors have strong reasons to believe that with these changes, the proposed refinancing plan will receive a positive vote by qualified majorities in each bond loan. At the same time, the Company is of the opinion that the overall balance and robustness of the proposed solution is preserved. Given the nature of the points herein, the Company and its advisors will however seek reconfirmations from subscribers in the equity private placement completed on 23 October 2013. The Company's largest shareholders, IKM Industri-Invest AS and Sabaro Investments Ltd have already given their approval.
For further information and update on the refinancing proposal, see notice from the Company today at 08:29 CET.
For further information, please contact:
Svein Arild Killingland, CEO +47 913 40786
Ørjan Gjerde, CFO +47 900 35 738
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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About Norwegian Energy Company ASA
Noreco is an independent Norwegian oil company. The company's focus is to explore, develop and produce oil and gas in the North Sea region. Since incorporation in 2005, the company has grown through license rounds, successful exploration and acquisitions. Noreco operates in Norway, Denmark and United Kingdom, and employs around 70 oil and gas professionals. Noreco is listed on the Oslo Børs (ticker NOR). For further information, please visit: www.noreco.com