Regulatory News:
Petroplus Holdings AG (SWX: PPHN) announced today the pricing of a
private placement of USD 500 million guaranteed convertible bonds due
2013 (the "Bonds"). The Bonds will be issued by Petroplus Finance
Limited (the "Issuer"), a Bermuda subsidiary of Petroplus Holdings AG,
and be guaranteed by Petroplus Holdings AG and certain of its
subsidiaries. The Bonds and guarantees will rank pari passu with the
Issuer´s outstanding senior notes due 2014 and 2017 and will share in
the same security as such notes. Holders who convert their Bonds will
receive registered shares of Petroplus Holdings AG (the "Shares"). The
Shares underlying such conversions will be sourced from conditional
share capital of Petroplus Holdings AG or existing shares, at the
election of Petroplus Holdings AG.
The Bonds will carry a coupon of 3.375% per annum, payable
semi-annually in arrears. The Conversion Price is CHF 85.18. This
corresponds to a conversion premium of 39% over a reference price of
CHF 61.28 per Share. The US$/CHF exchange rate at pricing was 1.02.
The settlement of the Bonds is expected to take place on or around 26
March 2008.
Proceeds from the placement will be used to fund a portion of the
purchase price of the acquisition of the Petit Couronne and Reichstett
Vendenheim refineries and for general corporate purposes.
The Issuer and Petroplus Holdings AG have agreed to a 90 day lock
up period with respect to any issuance, offer or sale of like
convertible securities, Shares and options or the announcement to do
any of the foregoing (subject to certain exceptions). Petroplus
Holdings AG intends to make an application for listing the Bonds on
the SWX Swiss Exchange.
Petroplus Holdings AG is the largest independent refiner and
wholesaler of petroleum products in Europe. Petroplus focuses on
refining and currently owns and operates five refineries across
Europe: the Coryton refinery on the Thames Estuary in the United
Kingdom, the Ingolstadt refinery in Ingolstadt, Germany, the Belgium
Refining Company refinery in Antwerp, Belgium, the Cressier refinery
in the canton of Neuchatel, Switzerland, and the Teesside refinery in
Teesside, United Kingdom. The refineries have a combined throughput
capacity of approximately 625,000 bpd. Petroplus has signed a letter
of intent to acquire the Petit Couronne and Reichstatt refineries,
located in France, from Shell International Petroleum Company Limited.
The refineries have a total nameplate crude capacity of 239,000
barrels per day. Further information is available at
www.petroplusholdings.com.
NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES (OR TO US
PERSONS), CANADA, AUSTRALIA, JAPAN OR ITALY.
THIS ANNOUNCEMENT IS NOT AN OFFER OF THE BONDS OR THE SHARES TO
THE PUBLIC AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION,
DIRECTLY OR INDIRECTLY INTO OR IN THE UNITED STATES (OR TO US
PERSONS), AUSTRALIA, CANADA, ITALY OR JAPAN OR IN ANY OTHER
JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY ANY
APPLICABLE LAW.
THIS ANNOUNCEMENT IS NEITHER A PUBLIC OFFERING OF SECURITIES IN
SWITZERLAND NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO PURCHASE ANY SECURITIES IN THE UNITED STATES. THE
SECURITIES REFERRED TO HEREIN (INCLUDING THE BONDS AND THE SHARES OF
THE GUARANTOR) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE LAWS
OF ANY STATE WITHIN THE U.S., AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS,
EXCEPT IN A TRANSACTION NOT SUBJECT TO, OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
ANY STATE SECURITIES LAWS. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN MAY NOT BE DISTRIBUTED OR SENT INTO THE UNITED
STATES, OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF THE
SECURITIES DESCRIBED HEREIN WOULD BE PROHIBITED BY APPLICABLE LAWS AND
SHOULD NOT BE DISTRIBUTED TO UNITED STATES PERSONS OR PUBLICATIONS
WITH A GENERAL CIRCULATION IN THE UNITED STATES. NO OFFERING OF THE
BONDS IS BEING MADE IN THE UNITED STATES. IN SWITZERLAND, ANY OFFERING
OF BONDS WILL BE FOR A LIMITED AND SELECTED CIRCLE OF OFFEREES ONLY.
ANY OFFER OF SECURITIES TO THE PUBLIC THAT MAY BE DEEMED TO BE
MADE PURSUANT TO THIS ANNOUNCEMENT IN ANY E.E.A. MEMBER STATE THAT HAS
IMPLEMENTED E.U. DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE
IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE "PROSPECTUS DIRECTIVE")
IS ADDRESSED SOLELY TO QUALIFIED INVESTORS (WITHIN THE MEANING OF THE
PROSPECTUS DIRECTIVE) IN THAT MEMBER STATE.
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT
CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE
OFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE
19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS
ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) ("THE ORDER")
OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET
WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C)
OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF
SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH
PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
ACCORDINGLY, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT
CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE
OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
IN CONNECTION WITH THE PLACEMENT OF THE BONDS, CREDIT SUISSE AS
STABILISING MANAGER OR ANY PERSON ACTING ON ITS BEHALF, MAY OVER-ALLOT
AND EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILISING MANAGER (OR
PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE STABILISATION ACTION. ANY
STABILISATION ACTION, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST
END NO LATER THAN THE DAY PRECEDING THE CLOSING DATE.
