LONDON, September 5, 2011 /PRNewswire/ --
NOT FOR DISTRIBUTION IN CANADA, JAPAN OR AUSTRALIA.
Corral Petroleum Holdings AB (publ) ("Corral Petroleum Holdings") announces that, as of 5:00 p.m., London (UK) local time on September 2, 2011, in relation to its exchange offer and consent solicitation launched on August 11, 2011 (the "Exchange Offer and Consent Solicitation"), tenders and consents representing 98.70% of the euro Varying Rate Senior Secured Notes due September 18, 2011 (ISIN Nos. XS0505387372 and XS0505387539) and dollar Varying Rate Senior Secured Notes due September 18, 2011 (ISIN Nos. USW22545AC68 and US22025LAC28) (the "Existing Notes") have been received. Of those tenders and consents, $53,420,433 and €26,674,788 of Existing Notes tendered for New Notes (defined below) and $230,148,000 and €220,428,000 of Existing Notes tendered for cash.
The completion of the Exchange Offer and Consent Solicitation is conditioned upon the requirement that at least 99% of the outstanding Existing Notes are validly tendered and the related consents are validly delivered prior to the Expiration Time (as defined below). The Company intends to waive that condition at the Expiration Time to allow it to accept all Existing Notes tendered and expects to close the Exchange Offer and Consent Solicitation after its expiration.
Any Holder who validly tenders its Existing Notes after 5:00 p.m., London (UK) local time on September 2, 2011, but prior to 10:00 p.m., London (UK) local time, 5:00 p.m., New York City (USA) local time on September 9, 2011 (the "Expiration Time"), will receive (i) 15% Senior Notes of Corral Petroleum Holdings due 2017 (the "New Notes") in a principal amount and denomination equal to the principal amount and denomination of such Holder's validly tendered Existing Notes (including accrued and unpaid interest up to but not including the Closing Date) less the principal amount of such Holder's Existing Notes tendered and accepted for cash pursuant to the Cash Election and (ii) the amount of cash (if any) owing to such Holder pursuant to the terms of Cash Election. The amount of cash that will be used to fund the Cash Election is $300 million.
Holders eligible to participate in the Exchange Offer and Consent Solicitation may obtain a free copy of the exchange offer memorandum and consent solicitation statement dated August 11, 2011 by directing a request to Lucid, who is acting as the information, exchange and tabulation agent, at Leroy House, 436 Essex Road, London N1 3QP, United Kingdom, Attn: Sunjeeve Patel and Thomas Choquet, Telephone: +44(0)20-7704-0880, Facsimile: +44(0)20-7067-9098, Email: firstname.lastname@example.org and providing certain representations as to their status as eligible holders.
Terms used and otherwise not defined herein will have the same meaning as such terms are given in the Exchange Offer Memorandum and Consent Solicitation Statement.
This release is for informational purposes only and is neither an offer to exchange nor a solicitation of an offer to exchange the Existing Notes. The offers to exchange the Existing Notes are only being made pursuant to the Exchange Offer Memorandum and Consent Solicitation Statement. The Exchange Offer and Consent Solicitation are not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Exchange Offer and Consent Solicitation to be made by a licensed broker or dealer, the Exchange Offer and Consent Solicitation will be deemed to be made on behalf of the Issuer by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
- In addition, this press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, our financial condition and liquidity, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if our results of operations, our financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results, conditions or developments in subsequent periods. Important factors that could cause those differences include, but are not limited to: (i) our substantial indebtedness and limitations on our operational flexibility arising under agreements governing our debt; (ii) volatility in refining margins and in market prices for crude oil and refined products; (iii) changes in global economic conditions and capital markets; (iv) our ability to obtain sufficient short-term credit to finance our spot market crude oil purchases and long-term credit to finance our future capital expenditures; (v) the competitive nature of our industry; (vi) operational hazards and our dependence on key refinery assets; (vii) our ability to comply with existing or newly implemented environmental regimes in the countries in which we operate; (viii) our liability for violations, known and unknown, under environmental, occupational health and safety, and other laws; (ix) our ability to remediate contaminated sites within budgeted amounts; (x) our ability to hedge against currency, commodity and interest rate risks; (xi) loss of key management; (xii) labour disruptions; and (xiii) economic disruptions in the countries in which we, our suppliers and our customers operate.
In light of these risks, uncertainties and assumptions, the forward-looking events described in this press release may not occur.
All forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. We undertake no obligation to publicly update or publicly revise any forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this press release.
The New Notes have not been registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
In order to be eligible to view the Exchange Offer Memorandum and Consent Solicitation Statement or make an investment decision with respect to the New Notes (as defined herein), you must be a holder or a beneficial owner of the Existing Notes and be either (i) a "qualified institutional buyer", as that term is defined in Rule 144A under the Securities Act transacting in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act or (ii) a non "U.S. person", as that term is defined in Rule 902 under the Securities Act that is outside the United States transacting in an offshore-transaction (in accordance with Regulation S under the Securities Act) (together, "Eligible Investors").
European Economic Area
The Exchange Offer Memorandum and Consent Solicitation Statement has been prepared on the basis that all offers of the New Notes will be made pursuant to an exemption under the Prospectus Directive and the amendments thereto, including the 2010 PD Amending Directive, as and to the extent implemented in member states of the European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of the New Notes. Accordingly, any person making or intending to make any offer within the EEA of the New Notes which are the subject of the Exchange Offer contemplated in the Exchange Offer Memorandum and Consent Solicitation Statement must only do so in circumstances in which no obligation arises for the Issuer or the Dealer Managers to produce a prospectus for such offer. Neither the Issuer nor any Dealer Manager has authorized, nor do they authorize, the making of any offer of the New Notes through any financial intermediary, other than offers made by the Dealer Manager, which constitute the final placement of the New Notes contemplated in the Exchange Offer Memorandum and Consent Solicitation Statement.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date") the Dealer Manager has not made and will not make an offer of the New Notes which are the subject of the offering contemplated by the Exchange Offer Memorandum and Consent Solicitation Statement to the public in that Relevant Member State other than:
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer Manager nominated by the Issuer for any such offer; or
in all other circumstances falling within Article 3(2) of the Prospectus Directive.
The foregoing exceptions apply only on the condition that such offer for the sale of securities does not require the publication of a prospectus by the Issuer pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of notes to the public" in relation to any New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the New Notes to be offered so as to enable an investor to decide to purchase the New Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
The communication of the Exchange Offer Memorandum and Consent Solicitation Statement is not being made, and the Exchange Offer Memorandum and Consent Solicitation Statement has not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, the Exchange Offer Memorandum and Consent Solicitation Statement is not being distributed to, and must not be passed on to, persons in the United Kingdom save in circumstances where section 21(1) of the said Act does not apply. The communication of the Exchange Offer Memorandum and Consent Solicitation Statement is only being made to those persons in the United Kingdom falling within the definition of Investment Professions (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or to persons who fall within Article 43 of the Order or any person to whom it may otherwise lawfully be made by virtue of an exemption to section 21(1) of the said Act or otherwise in circumstances where it does not apply.
Insofar as the communication in the Exchange Offer Memorandum and Consent Solicitation Statement is made to or directed at investment professionals in terms of Article 19 of the Order, it is made to or directed at persons having professional experience in matters relating to investments, and any investment or investment activity to which it relates is available only to such persons or will be engaged in only with such persons, and persons who do not have professional experience in matters relating to investments should not rely upon it.
The New Notes will not directly or indirectly be offered for subscription or purchase or be the subject of invitations to subscribe for or buy or sell any New Notes and the Exchange Offer Memorandum and Consent Solicitation Statement will not be distributed in Sweden unless (A) a prospectus in relation to such New Notes has been approved by Finansinspektionen ("FI") and published or, where a prospectus has been approved by the competent authority of another Relevant Member State, where such approval has been notified to FI; or (B) such offer, invitation or sale is made pursuant to any of the exemptions to the obligation to have approved and published a prospectus in Sweden, all in accordance with the provisions of lag (1991:980) om handel med finansiella instrument and any other applicable laws and regulations in Sweden.
The Exchange Offer and the Exchange Offer Memorandum and Consent Solicitation Statement have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. In the Republic of Italy, the Exchange Offer is conducted in reliance on the exemption under Article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended, and Article 35-bis, paragraph 3 of the CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Regulation on Issuers") and, therefore, is intended for, and directed only at institutional investors (investitori qualificati, "Institutional Investors"), as defined pursuant to Article 34-ter, letter b) of the Regulation on Issuers. Accordingly, the Exchange Offer cannot be extended, nor may copies of the Exchange Offer Memorandum and Consent Solicitation Statement or any other document relating to the Exchange Offer, the Existing Notes or the New Notes be distributed, mailed or otherwise forwarded, or sent, to the public in the Republic of Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange available in the Republic of Italy, other than to Institutional Investors. Persons receiving the Exchange Offer Memorandum and Consent Solicitation Statement must not forward, distribute or send it in or into or from the Republic of Italy.
Holders of Existing Notes other than Institutional Investors are hereby notified that, to the extent such holders are Italian residents or are located in the Republic of Italy, the Exchange Offer is not available to them, and neither the Exchange Offer Memorandum and Consent Solicitation Statement or any other document relating to the Exchange Offer, the Existing Notes or the New Notes may be distributed or made available to them in the Republic of Italy.
No offering material has been or will be submitted to the approval of the Cyprus Securities and Exchange Commission in connection with the offering of the New Notes, and consequently the New Notes will not be offered, advertised, distributed, marketed or sold, whether directly or indirectly, to the public in Cyprus, nor any offering material and any disclosure statements or information therein relating to the New Notes will be released, issued, published, communicated, advertised or disseminated to the public in Cyprus.
The New Notes may be offered, marketed or sold in Cyprus if addressed or sold to professional investors or in circumstances where the offer, marketing or sale of the exchange consideration is permitted under the Cyprus national law implementing the Prospectus Directive (Public Offer and Prospectus Law, No. 114 (I) of 2005) and Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 (Investment Services and Activities and Regulated Markets Law, No. 144 (I) of 2007).
Neither this press release nor the Exchange Offer Memorandum and Consent Solicitation Statement constitutes investment advice or a recommendation under Cyprus law, nor does it constitute an offer of securities in Cyprus, it is not intended to be and must not be distributed to the information distribution channels or the public in Cyprus, nor (when distributed by a duly licensed investment firm established or operating through a branch in Cyprus) to any person in Cyprus other than a "professional client" as defined in the Law on Investment Services and Activities and Regulated Markets (Law No. 144 (I) 2007).
The material and disclosure statements may not be used for solicitation purposes for or in connection with the acquisition of the New Notes in circumstances under which is unlawful under Cyprus laws to make such an offer or solicitation.
The Exchange Offer is not being made, directly or indirectly, to the public in Belgium. Neither the Exchange Offer Memorandum and Consent Solicitation Statement nor any other document or material relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-,Financie- en Assurantiewezen) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Public Offer Law"), as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and no documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10, §1 of the Belgian Law of 16 June 2006 on the public offering of securities and the admission of securities to trading on a regulated market (as amended from time to time, the "Belgian Public Offer Law"), acting on their own account. Insofar as Belgium is concerned, the Exchange Offer Memorandum and Consent Solicitation Statement has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer and Consent Solicitation. Accordingly, the information contained in the Exchange Offer Memorandum and Consent Solicitation Statement may not be used for any other purpose or disclosed to any other person in Belgium.
The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Exchange Offer Memorandum and Consent Solicitation Statement nor any other document or material relating to the Exchange Offer has been distributed or caused to be distributed and will be or caused to be distributed to the public in France. The Exchange Offer is and shall only be made in France to (a) qualified investors (investisseurs qualifiés) other than individuals and/or (b) legal entities whose total assets exceed €5 million, or whose annual turnover exceeds €5 million, or whose managed assets exceeds €5 million or whose annual headcount exceeds 50, acting for their own account (all as defined in, and in accordance with, Articles L.341-2, L.411-2, D.341-1 and D.411-1 to D.411-3 of the French Code monétaire et financier). The Exchange Offer Memorandum and Consent Solicitation Statement has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
CONTACT: Corral Petroleum Holdings, Jason Milazzo +46-70-542-5387 or +44-79-8923-7628.
SOURCE Corral Petroleum Holdings AB