Petroplus Announces Launch of a Rights Offering and a High Yield Corporate Bond
Regulatory News:
Petroplus Holdings AG (SWX: PPHN) announced today that it has
launched a rights offering (the "Equity Transaction") whereby the
Company intends to issue up to 7.6 million new Petroplus shares from
existing authorized capital and has also formally launched the high
yield corporate bond of US$ 1.2 billion, with expected maturities of
seven to ten years, (the "High Yield Transaction") with the
publication of Offering Memoranda. Both transactions are expected to
be marketed concurrently.
The Company intends to use the proceeds from the High Yield
Transaction primarily to fund the planned acquisition of the Coryton
refinery and the proceeds from the Equity Transaction to pay down
borrowings under its working capital facilities.
Details regarding the contemplated Equity Transaction
In the contemplated Equity Transaction, Petroplus intends to issue
up to 7.6 million newly issued registered shares from existing
authorized capital. The new shares will first be offered to existing
shareholders at a ratio of 1 new share for each 8 existing shares
held. Rights will not be tradeable and will lapse and become void if
not exercised; furthermore, the exercise of rights may be subject to
restrictions under applicable law. The subscription period for the
rights offering will last from April 17, 2007 to April 23, 2007, 12:00
CET. Shares not taken up through the exercise of rights will be
available in an international offering. The international offering
will comprise of a public offering in Switzerland and private
placements to institutional investors in certain other jurisdictions
in compliance with applicable securities laws, including the United
States of America (under SEC Rule 144A).
The offer price for both the rights offering and the international
offering will be determined by way of a bookbuilding process that is
expected to take place from April 17, 2007 to April 24, 2007, and is
expected to be announced prior to market opening on April 25, 2007.
The new shares are expected to commence trading on the SWX Swiss
Exchange on April 25, 2007 and settlement is expected to take place on
April 30, 2007.
Credit Suisse, Morgan Stanley, and UBS Investment Bank are acting
as Joint Bookrunners for the Equity Transaction.
Expected timetable for the rights and international offering
-0-
*T
April 16, 2007, Record date for allotment of subscription rights
after close of
business
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April 17, 2007 Subscription period for rights offering commences /
start of bookbuilding
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April 23, 2007 Subscription period for rights offering ends
(12:00h CET)
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April 23, 2007 Announcement of number of shares taken up in the
(after close of rights offering and target size of international
trading) offering
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April 24, 2007 Bookbuilding period ends
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April 25, 2007 Announcement of offer price and size
(before start of
trading)
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April 25, 2007 First trading day of new shares
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April 30, 2007 Settlement and closing
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*T
Petroplus Holdings AG is one of the largest independent refiners
and wholesalers of petroleum products in Europe. Petroplus focuses on
refining and currently owns and operates four refineries across
Europe: the Ingolstadt refinery in Ingolstadt, Germany, the Belgium
Refining Corporation refinery in Antwerp, Belgium, the Cressier
refinery in the canton of Neuchâtel, Switzerland, and the Teesside
refinery in Teesside, United Kingdom. Petroplus has also announced
that it has signed an agreement to acquire the Coryton Refinery
located on the Thames Estuary in the United Kingdom. The existing
refineries have a combined throughput capacity of approximately
405,000 bpd. The Coryton Refinery has a crude oil throughput capacity
of approximately 172,000 barrels per day and can process up to an
additional 70,000 barrels per day of other feedstocks.
The information contained in this new release is not for
publication or distribution in the United States of America.
This announcement does not constitute a prospectus in the sense of
Article 652a or 1156 of the Swiss Code of Obligations or a listing
prospectus pursuant to the listing rules of the SWX Swiss Exchange.
Any decision to purchase shares of Petroplus Holdings AG should be
solely based on the Offering Memorandum.
This news release is not an offer of securities for sale in the
United States of America. None of the Notes, rights or shares have
been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United States
of America absent registration or an exemption from registration under
the Securities Act. Petroplus Holdings AG does not intend to make a
public offering of securities in the United States of America.
The information contained in this press release is not for
publication or distribution in Canada, Australia or Japan and does not
constitute an offer of securities for sale in Canada, Australia or
Japan.
This press release contains forward-looking statements, including
the company's current expectations with respect to future market
conditions, future operating results, the future performance of its
refinery operations, and other plans. Words such as "expects,"
"intends," "plans," "projects," "believes," "estimates," "may,"
"will," "should," "shall," and similar expressions typically identify
such forward-looking statements. Even though Petroplus believes the
expectations reflected in such forward-looking statements are based on
reasonable assumptions, it can give no assurance that its expectations
will be attained. Information herein regarding the Coryton refinery
has been provided to the company by the current owner of the refinery
and reflects the company's analysis of such information but has not
been verified by the company. Factors that could cause actual results
to differ materially from expectations include, but are not limited
to, operational difficulties, varying market conditions, potential
changes in gasoline, crude oil, distillate, and other commodity
prices, government regulations, and other factors contained from time
to time in the Petroplus's annual and interim reports.