Prospectus
Securities Note
for
ISIN: NO 0010717473
Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
Oslo, 04. November 2014
Joint Lead Managers:
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
2
Important information*
This Securities Note has been prepared in connection with listing of the Bonds on Oslo Børs. The Financial Supervisory Authority of Norway (the
“Norwegian FSA”) has reviewed and approved the Securities Note pursuant to Section 7-7 of the Norwegian Securities Trading Act.
Finanstilsynet has not controlled and approved the accuracy or completeness of the information given in the Securities Note. Financial supervision
and approval relates solely to the Company has included descriptions according to a pre-defined list of content requirements. Finanstilsynet has
not undertaken any form of control or approval of corporate matters described in or otherwise covered by the Securities Note.
New information that is significant for the Issuer or its subsidiaries may be disclosed after the Securities Note has been made public, but prior to
the listing of the Bonds. Such information will be published as a supplement to the Securities Note pursuant to Section 7-15 of the Norwegian
Securities Trading Act. On no account must the publication or the disclosure of the Securities Note give the impression that the information herein
is complete or correct on a given date after the date of this Securities Note, or that the business activities of the Issuer or its subsidiaries may not
have been changed.
Only the Issuer and the Joint Lead Managers are entitled to procure information about conditions described in the Securities Note. Information
procured by any other person is of no relevance in relation to the Securities Note and cannot be relied on.
Unless otherwise stated, the Securities Note is subject to Norwegian law. In the event of any dispute regarding the Securities Note, Norwegian law
will apply.
In certain jurisdictions, the distribution of the Securities Note may be limited by law, for example in the United States of America or in the United
Kingdom. No measures have been taken to obtain authorization to distribute the Securities Note in any jurisdiction where such action is required
other than Norway. Persons that receive the Securities Note are ordered by the Issuer and the Manager to obtain information on and comply with
such restrictions.
This Securities Note is not an offer to sell or a request to buy bonds.
The Securities Note dated 04.november 2014 together with the Registration Document dated 04. November 2014 constitutes the Prospectus.
The content of the Securities Note does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice.
Contact the Issuer or any of the Joint Lead Managers to receive copies of the Securities Note.
Factors which are material for the purpose of assessing the market risks associated with the Bonds
The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must determine the
suitability of that investment in light of its own circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and
risks of investing in the Bonds and the information contained or incorporated by reference in this
Securities Note and/or Registration Document or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Bonds and the impact the Bonds will have on its overall
investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential investor’s
currency;
(iv) understand thoroughly the terms of the Bonds and be familiar with the behavior of the financial markets;
and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
*The capitalized words in the section "Important Information" are defined in Chapter 3:"Detailed information about the securities".
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
3
Contents 1 Risk Factors ................................................................................................................................................. 4
2 Persons Responsible ................................................................................................................................... 5
3 Detailed information about the securities ................................................................................................. 6
4 Additional Information ............................................................................................................................. 14
5 Appendix: Bond Agreement ..................................................................................................................... 15
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
4
1 Risk Factors
The Issuer believes that the factors described below represent the significant risks inherent in investing in the Bond Loan.
Prospective investors should also read the detailed information set out in the Registration Document dated 04. November 2014
and reach their own views prior to making any investment decision.
Risk related to the Bonds
General
All investments in interest bearing securities have risk associated with such investment. The risk is related to the
general volatility in the market for such securities, varying liquidity in a single bond issue as well as company specific
risk factors. There are four main risk factors that sum up the investors total risk exposure when investing in interest
bearing securities: liquidity risk, interest rate risk, settlement risk and market risk (both in general and Issuer specific).
Liquidity risk
The liquidity of the trading market in the Bonds, and the market price quoted for the Bonds, may be adversely affected
by changes in the overall market for similar yield securities, interest rates and the Issuer’s financial performance or
prospects or in the prospects for companies in its industry generally. As a result, an active trading market for the Bonds
may not develop or be maintained.
Historically, the markets for non-investment grade debt, such as the Bonds, have been subject to disruptions that have
caused substantial volatility in their prices. Any market for the Bonds may be subject to similar disruptions. Any such
disruptions may affect the liquidity and trading of the Bonds independently of the Issuer’s financial performance and
prospects and may have an adverse effect on the holders of the Bonds.
No market-maker agreement is entered into in relation to this bond issue, and the liquidity of bonds will at all times
depend on the market participants view of the credit quality of the Issuer as well as established and available credit
lines.
Interest rate risk
The coupon payments, which depend on the NIBOR interest rate and the Margin, will vary in accordance with the
variability of the NIBOR interest rate. The interest rate risk related to this bond issue will be limited, since the coupon
rate will be adjusted quarterly according to the change in the reference interest rate (NIBOR 3 months) over the five
year tenor. The primary price risk for a floating rate bond issue will be related to the market view of the correct trading
level for the credit spread related to the bond issue at a certain time during the tenor, compared with the credit margin
the bond issue is carrying. A possible increase in the credit spread trading level relative to the coupon defined credit
margin may relate to general changes in the market conditions and/or Issuer specific circumstances. However, under
normal market circumstances the anticipated tradable credit spread will fall as the duration of the bond issue becomes
shorter. In general, the price of bonds will fall when the credit spread in the market increases, and conversely the bond
price will increase when the market spread decreases.
Settlement risk
The settlement risk (being the risk that the settlement of Bonds in the Loan does not take place as agreed) consists of
the failure to pay or the failure to deliver the Bonds.
Market risk
The price of a single bond issue will fluctuate in accordance with the interest rate and credit markets in general, the
market view of the credit risk of that particular bond issue, and the liquidity of this bond issue in the market. In spite of
an underlying positive development in the Issuers business activities, the price of a Bond may fall independent of this
fact. Bond issues with a relatively short tenor and a floating rate coupon rate do however in general carry a lower price
risk compared to loans with a longer tenor and/or with a fixed coupon rate.
Ranking of the Bonds
The Bonds constitute senior unsecured obligations of the Issuer. As such, the Bonds are effectively subordinated to the
secured debt and any debt of the Issuer’s subsidiaries outstanding from time to time. The Bonds rank equally in right of
payment with the Issuer’s senior unsecured debt outstanding from time to time and senior in right of payment to the
Issuer subordinated debt (if any) outstanding from time to time. The secured creditors of the Issuer will have priority
over the assets securing their debt. In the event that such secured debt becomes due or a secured lender proceeds
against the assets that secure the debt, the assets would be available to satisfy obligations under the secured debt
before any payment would be made on the Bonds. Any assets remaining after repayment of its secured debt may not
be sufficient to repay all amounts owing under the Bonds.
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
6
3 Detailed information about the securities
ISIN code:
NO 0010717473
The Bonds: FRN Prosafe SE Senior Unsecured Bond Issue 2014/2019
Issuer: Prosafe SE, a European public limited liability company registered in Cyprus with the registration number: SE4.
Security Type: Senior Unsecured Bond issue with floating rate.
Borrowing Limit – Tap Issue: NOK 700,000,000
Borrowing Amount: NOK 700,000,000
Denomination – Each Bond: NOK 1,000,000
Securities Form: The Bonds are electronic registered in book-entry form with the
Securities Depository.
Disbursement/Settlement/Issue Date: 9. September 2014
Interest Bearing From and Including: Settlement Date.
Interest Bearing To: Maturity Date.
Maturity Date: 9. September 2019 at a price 100 %.
NIBOR:
NIBOR 3 months.
Margin: 3.10% p.a.
Day Count Fraction - Coupon: Act/360 – in arrears.
Current Rate:
Business Day Convention:
4,81% p.a (until 09.02.2014)
Modified following.
If the Interest Payment Date originally falls on a day that is not a
Business Day, an adjustment of the Payment Date will be made so that the relevant Payment Date will be the first following day that is a
Business Day unless that day falls in the next calendar month, in
which case that date will be the first preceding day that is a Business Day. (Modified Following Business Day Convention)
Interest Rate Determination Date: 5. September 2014, and thereafter two Business Days prior to each
Interest Rate Adjustment Day.
Interest Rate Adjustment Date:
With effect from Interest Payment Date.
Interest Payment Date: 9. March, 9. June, 9. September and 9. December in each year. The
first being 9. December 2014.
Number of Days first term:
91 days.
Issue Price: 100% (par value).
Yield:
Business Day:
Dependent on the market price. Yield for the first Interest Period (09
September 2014 – 09 December 2014) is 4.81 % p.a. assuming a price of 100 %.
Any day which commercial banks are open for general business, and can settle foreign currency transactions in Oslo and the Norwegian
Central Bank's Settlement System is open.
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
7
Put options: Upon the occurrence of a Change of Control Event, each bondholder
shall have the right to require that the Issuer redeems its bonds (a
“Put Option”) at a price of 100 % of face value plus accrued interest.
The Put Option must be exercised within two months after the Issuer
has given notification to the Bond Trustee of a Change of Control Event. Such notification shall be given as soon as possible after a
Change of Control Event has taken place.
The Put Option may be exercised by each bondholder by giving
written notice of the request to its Account Manager. The Account
Manager shall notify the Paying Agent of the redemption request. The settlement date of the Put Option shall be the fifth Business days
after the end of the two month exercise period of the Put Option.
On the settlement date of the Put Option, the Issuer shall pay to each
of the bondholders holding bonds to be redeemed, the principal
amount of each such bond and any unpaid interest accrued up to (but not including) the settlement date.
Amortisation: The Bonds will run without installments, and shall mature in full on the Maturity Date, and shall be repaid at Face Value (100%) by the
Issuer.
Redemption: Matured interest and matured principal will be credited each
Bondholder directly from the Securities Registry. Claims for interest
and principal shall be limited in time pursuant the Norwegian Act relating to the Limitation Period Claims of May 18 1979 no 18, p.t.
3 years for interest rates and 10 years for principal.
Status of the Loan:
The Bonds shall constitute senior debt obligations of the Issuer. The
Bonds shall rank at least pari passu with all other senior obligations
of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general
application) and shall rank ahead of subordinated debt.
The Bonds are unsecured.
Undertakings: The Issuer shall, from the date of the Bond Agreement and until such time that no amounts are outstanding under the Bond Agreement or
any other Finance Document (unless the Bond Trustee or the
bondholders’ meeting (as the case may be) in writing has agreed to otherwise) comply with, inter alia, the following covenants and
undertakings, as further set out in Clause 13 of the Bond Agreement:
Information Covenants
The Issuer shall, inter alia, comply with the following information covenants throughout the term of the Bonds;
Reporting: The Issuer shall, without being requested to do so,
produce Financial Statements annually and Quarterly Financial
Reports quarterly and make them available on its website in the English language (alternatively by sending them to the Bond Trustee)
as soon as they become available, and not later than 150 days after
the end of the financial year and not later than 90 days after the end of the relevant quarter.
Compliance certificate: The Issuer shall report its compliance with the covenants in Clause 13 in the Bond Agreement semi-annually in
connection with the Reporting on 30 June and 31 December each
year. Such confirmation shall be undertaken in a Compliance certificate.
General Covenants
The Issuer shall, inter alia, comply with the following general
covenants throughout the term of the Bonds;
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
8
Mergers: The Issuer shall not, and shall ensure that no Material
Subsidiary shall, carry out any merger or other business combination
or corporate reorganization involving consolidation of the assets and
obligations of the Issuer or any Material Subsidiary, with any other company or entity not being member of the Group if such transaction
would have a Material Adverse Effect. The Issuer shall notify the
Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that the
proposed transaction would not have a Material Adverse Effect.
De-mergers: The Issuer shall not, and shall ensure that no Material
Subsidiary shall, carry out any de-merger or other corporate
reorganization involving splitting the Issuer or any Material Subsidiary into two or more separate companies or entities, if such
transaction would have a Material Adverse Effect. The Issuer shall
notify the Bond Trustee of any such transaction, providing relevant details thereof, as well as, if applicable, its reasons for believing that
the proposed transaction would not have a Material Adverse Effect.
Continuation of business: The Issuer shall not, and shall ensure that
no Material Subsidiary shall, cease to carry out its business. The
Issuer shall procure that no material (substantial) change is made to the general nature or scope of the business of the Issuer or any
Material Subsidiary from that carried on at the date of the Bond
Agreement, or as contemplated by the Bond Agreement in a manner that might jeopardize the Issuer’s fulfillment of its obligations under
the Bond Agreement.
Disposal of business: The Issuer shall not, and shall ensure that no
Material Subsidiaries shall, be entitled to sell or otherwise dispose of
all or a substantial part of the Group’s assets or core business, in a manner that might jeopardize the Issuers fulfillment of its obligations
under the Bond Agreement.
Arm's length transaction: The Issuer shall not, and the Issuer shall
ensure that no Material Subsidiary shall, enter into any transaction
with any person except on arm’s length terms and for fair market value.
Corporate status: The Issuer shall not change its type of organization or jurisdiction of incorporation, without the prior written
approval of the Bond Trustee, such approval not to be unreasonably
withheld or delayed.
Compliance with laws: The Issuer shall, and shall ensure that all
Material Subsidiaries shall, carry on its business in accordance with acknowledged, careful and sound practices in all material aspects and
comply in all material respects with all laws and regulations it or they
may be subject to from time to time.
Special covenants
The Issuer shall comply with the following special covenants
throughout the term of the Bonds;
Ownership to Material Subsidiaries: The Issuer shall not sell,
transfer, assign or otherwise dilute or dispose of any shares or any other ownership interest in any Material Subsidiary, however this
covenant will not apply for sale, transfer etc to the other members of
the Group provided that such transactions do not have a Material Adverse Effect.
Financial Assistance restriction: The Issuer shall not, other than in the ordinary course of business, grant any new loans to, new
guarantees for, or other similar financial assistance to any third party
not being (i) a member of the Group, or (ii) a joint venture company owned partly by any member of the Group.
Financial Covenants
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
9
The Issuer shall comply with the following financial covenants
throughout the term of the Bonds;
Equity Ratio: The Issuer shall ensure that the Equity Ratio of the Group, at all times, shall not fall below 30 %.
Leverage Ratio: The Issuer (on a consolidated basis) shall ensure that the Leverage Ratio of the Group, at all times, will not exceed
5.00.
Listing: The Issuer’s shares shall remain listed on the Oslo Stock
Exchange or on another stock exchange reasonably acceptable to the
Bond Trustee.
Events of Default
The Bond Agreement shall include standard events of default
provisions in respect of the Issuer, however so that the cross default
provisions shall be in respect of the Issuer and any Material Subsidiary as follows:
Cross default: The Bond Trustee may declare the Bonds to be in default if for the Issuer or any Material Subsidiary:
(i) any Financial Indebtedness is not paid when due nor within any applicable grace period;
(ii) any Financial Indebtedness is declared to be or
otherwise becomes due and payable prior to its specified maturity as a result of an event of default
(however described);
(iii) any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an
event of default (however described); or
(iv) any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified
maturity as a result of an event of default (however
described).
always provided that a threshold in the aggregate amount of Financial
Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) below exceeds a total of NOK 75
million, or the equivalent thereof in other currencies.
Definitions
Change of Control Event: means if any person or group of persons
acting in concert, directly or indirectly, acquires Decisive Influence
over the Issuer.
Decisive Influence: means a person having, as a result of an
agreement or through the ownership of shares or interest in another
person: (a) a majority of the voting rights in that other person; or (b)
a right to elect or remove a majority of the members of the board of directors of that other person.
When determining the relevant person’s number of voting rights in the other person or the right to elect and remove members of the
board of directors, rights held by the parent company of the relevant
person and the parent company’s Subsidiaries shall be included.
EBITDA: means for any relevant period, the consolidated earnings
of the Group before:
a) any interest, discounts or other fees incurred or payable by
any Group Company in respect of Financial Indebtedness; b) any provision on account of taxation;
c) any item treated as exceptional or extraordinary items; and
d) any amount attributable to depreciation of tangible assets
and the amortization of intangible assets.
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
10
In relation to Rigs acquired or new built Rigs delivered: (i) the
contribution of EBITDA shall be annualized for any such Rigs
acquired which have not been in operation for the Group for the full previous 12-month period in the amount of the actual EBITDA, and
(ii) for new built Rigs which are committed under employment
contracts, the contribution of EBITDA may be annualized to include estimated EBITDA for a full 12 month period under the relevant
contract.
In the case of an amendment of the lease accounting rules as
proposed by FASB/IASB, the consolidated earnings of the Group
shall include interest earned on finance leases.
Equity Ratio: means the ratio of Value Adjusted Equity to Value
Adjusted Total Assets.
Financial Indebtedness: means any indebtedness incurred in
respect of: a) moneys borrowed, including acceptance credit;
b) any bond, note, debenture, loan stock or other similar
instrument; c) the amount of any liability in respect of any lease, hire
purchase contract which would, in accordance with GAAP,
be treated as a finance or capital lease; d) receivables sold or discounted (other than any receivables
sold on a non-recourse basis);
e) any sale and lease-back transaction, or similar transaction which is treated as indebtedness under GAAP;
f) the acquisition cost of any asset to the extent payable after
its acquisition or possession by the party liable where the deferred payment is arranged primarily as a method of
raising finance or financing the acquisition of that asset;
g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or
price, including without limitation currency or interest rate
swaps, caps or collar transactions (and, when calculating the value of the transaction, only the mark-to-market value shall
be taken into account);
h) any amounts raised under any other transactions having the commercial effect of a borrowing or raising of money,
whether recorded in the balance sheet or not (including any
forward sale of purchase agreement); i) any counter-indemnity obligation in respect of a guarantee,
indemnity, bond, standby or documentary letter of credit or
any other instrument issued by a bank or financial institutions; and
j) (without double counting) any guarantee, indemnity or
similar assurance against financial loss of any person in respect of any of the items referred to in( a) through (i)
above.
GAAP: means the generally accepted accounting practice and
principles in the country in which the Issuer is incorporated including, if applicable, the International Financial Reporting
Standards (IFRS) and guidelines and interpretations issued by the
International Accounting Standards Board (or any predecessor and successor thereof), in force from time to time.
Group: means the Issuer and its Subsidiaries, and a “Group Company”: means the Issuer or any of the Subsidiaries.
Leverage Ratio: means the sum of the Group’s Total Debt divided by the Group’s EBITDA (on a trailing four-quarter basis).
Market Value of the Rigs: means the average value from two reputable and independent appraisers appointed by the Issuer. Such
appraisers to be the same appraisers as for any bank loan facilities,
to the extent possible.
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
11
Material Adverse Effect: means a material adverse effect on: (a) the
business, financial condition or operations of the Group taken as a
whole, (b) the Issuer’s ability to perform and comply with its
obligations under the Bond Agreement; or (c) the validity or enforceability of the Bond Agreement.
Material Subsidiary: means any Group Company at any time owning Rigs (present and future).
Rigs: means all and any of the accommodation/service rigs owned by any Group Company (present and future).
Subsidiary: means an a company over which another has Decisive Influence.
Total Debt: means the sum of any of (i) the moneys borrowed and debit balances at banks or other financial institutions, (ii) the issue of
bonds, notes, debentures or any similar instruments and (iii) the
amount of any liability in respect of finance leases.
Value Adjusted Equity: means the Issuer’s consolidated equity
adjusted for the Market Value of the Rigs.
Value Adjusted Total Assets: means the Issuer's consolidated total
assets adjusted for the Market Value of the Rigs.
Listing: At Oslo Børs.
An application for listing will be sent after the Disbursement Date
and as soon as possible after the prospectus has been approved by the
Norwegian FSA.
The prospectus will be published in Norway.
If the bonds are listed, the Issuer shall ensure that the bonds remain
listed until they have been discharged in full.
Purpose:
The net proceeds of the bonds shall be applied towards general
corporate purposes.
NIBOR-definition: The interest rate fixed for a defined period on Oslo Børs’ webpage at
approximately 12.15 Oslo time or, on days on which Oslo Børs has
shorter opening hours (New Year’s Eve and the Wednesday before Maundy Thursday), the data published at approximately 10.15 a.m.
shall be used. In the event that such page is not available, has been
removed or changed such that the quoted interest rate no longer represents, in the opinion of the Bond Trustee, a correct expression of
the relevant interest rate, an alternative page or other electronic
source which in the opinion of the Bond Trustee and the Issuer gives the same interest rate shall be used. If this is not possible, the Bond
Trustee shall calculate the relevant interest rate based on comparable
quotes from major banks in Oslo. If any such rate is below zero,
NIBOR will be deemed to be zero.
Approvals: The Bonds were issued in accordance with the resolution of the
Board of Directors of 6.11.2013.
The prospectus has been sent to the Norwegian FSA for control and
approval and to the Oslo Børs in relation to a listing application of
the Loan.
Finanstilsynet has not controlled and approved the accuracy or
completeness of the information given in the Securities Note. Financial supervision and approval relates solely to the Company has
included descriptions according to a pre-defined list of content
requirements. Finanstilsynet has not undertaken any form of control
or approval of corporate matters described in or otherwise covered by
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
12
the Securities Note.
Bond Agreement: The Bond Agreement has been entered into between the Issuer and
the Bond Trustee. The Bond Agreement regulates the Bondholder’s rights and obligations in relations with the issue. The
Bond Trustee enters into this agreement on behalf of the Bondholders
and is granted authority to act on behalf of the Bondholders to the extent provided for in the Bond Agreement.
When bonds are subscribed/purchased, the Bondholder has accepted the Bond Agreement and is bound by the terms of the Bond
Agreement.
The Bond Agreement is attached to the Securities Note and also
available from the Joint Lead Managers or from the Issuer.
The Bond Agreement contain provisions for calling for
Bondholders’ meeting.. These provisions permit defined majorities to bind all Bondholders
including Bondholders who did not attend and vote at the relevant
meeting and Bondholders who voted in a manner contrary to the majority.
The conditions of the Bonds also provide that the Bond Trustee may, without the consent of Bondholders, agree to (i) any modification of,
or to the waiver or authorization of any breach or proposed breach of,
any of the provisions of Bonds or (ii) determine without the consent of the Bondholders that any event of default or potential event of
default shall not be treated as such.
Bondholders’ meeting: At the Bondholders’ meeting each Bondholder has one vote for each
Bond he owns. See Clause 16 of the Bond Agreement. The Issuer’s
Bonds shall not have any voting rights. Issuer’s Bonds means any Bonds owned by the Issuer, any person or persons over whom the
Issuer has Decisive Influence.
In order to establish a quorum, at least half (1/2) of the votes at the
Bondholders' meeting must be represented. See also Clause 16.4 in
the Bond Agreement related to a Repeated Bondholders’ Meeting.
Resolutions shall be passed by simple majority of the votes at the
Bondholders' Meeting, unless otherwise set out in the Bond Agreement.
In the following matters, a majority of at least 2/3 of the votes is required:
a) amendment of the terms of the Bond Agreement regarding the interest rate, the tenor, redemption price
and other terms and conditions affecting the cash flow
of the Bonds;
b) transfer of rights and obligations of the Bond
Agreement to another issuer, or c) change of Bond Trustee.
Availability of the Documentation:
Bond Trustee:
www.prosafe.com
Nordic Trustee ASA, Postboks 1470 Vika, 0116 Oslo, Norway.
The Bond Trustee shall monitor the compliance by the Issuer of its obligations under the Bond Agreement and applicable laws and
regulations which are relevant to the terms of the Bond Agreement,
including supervision of timely and correct payment of principal or interest, inform the Bondholders, the Paying Agent and the Exchange
of relevant information which is obtained and received in its capacity
as Bond Trustee (however, this shall not restrict the Bond Trustee
from discussing matters of confidentiality with the Issuer), arrange
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
13
Joint Lead Managers:
Bondholders’ meetings, and make the decisions and implement the
measures resolved pursuant to the Bond Agreement. The Bond
Trustee is not obligated to assess the Issuer’s financial situation
beyond what is directly set forth in the Bond Agreement.
(For more details, see also Bond Agreement clause 17)
Danske Bank Markets, P.O. Box 1170 Sentrum, 0107 Oslo, Norway;
Pareto Securities AS, Dronning Mauds gate 3, 0115 Oslo, Norway;
and Swedbank Norway, branch of Swedbank AB (publ), P.O. Box 1441
Vika, 0115 Oslo, Norway.
Paying Agent: Nordea Bank Norge ASA, P.O. Box 1166 Sentrum.NO-0107 Oslo,
Norway. The Paying Agent is in charge of keeping the records in the
Securities Depository.
Calculation Agent: Bond Trustee.
Securities Depository: The Securities depository in which the Loan is registered, by the
Paying Agent, in accordance with the Norwegian Act of 2002 no. 64
regarding Securities depository.
On Disbursement Date the Securities Depository is
Verdipapirregisteret (“VPS”), Postboks 4, 0051 OSLO.
Purchase and transfer of Bonds: Bondholders may be subject to purchase or transfer restrictions with
regard to the Bonds, as applicable from time to time under local laws to which a Bondholder may be subject (due e.g. to its nationality, its
residency, its registered address, its place(s) for doing business).
Each Bondholder must ensure compliance with applicable local laws and regulations at its own cost and expense.
Notwithstanding the above, a Bondholder which has purchased the Bonds in breach of applicable mandatory restrictions may
nevertheless utilize its rights (including, but not limited to, voting
rights) under the Bond Agreement.
Market-Making: There is no market-making agreement entered into in connection with
the Loan.
Prospectus: The Securities Note dated 04. November 2014 together with the Registration Document dated 04. November 2014 constitutes the
Prospectus.
Prospectus and listing fees:
Prospectus fee Registration Document NOK 60,000
Prospectus fee Securities Note NOK 15,600
Listing fee: approximately NOK 27,000 yearly. Announcement fee: approximately NOK 6000
Legislation under which the
Securities have been created:
Norwegian law.
Fees and Expenses: The Issuer shall pay any stamp duty and other public fees in connection with the loan. Any public fees or taxes on sales of Bonds
in the secondary market shall be paid by the Bondholders, unless
otherwise decided by law or regulation. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law.
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
14
4 Additional Information
The involved persons in Prosafe SE have no interest, nor conflicting interests that are material to the Bond Issue.
There are no official ratings of the Issuer or the Bond Loan with ISIN NO 0010717473.
Prosafe SE has mandated Danske Bank Markets, Pareto Securities AS and Swedbank Norway as Joint Lead Managers
for the issuance of the Bond Loan.
The Joint Lead Managers have acted as advisor to Prosafe SE in relation to the pricing of the Bonds.
The Joint Lead Managers and/or any of their affiliated companies and/or officers, directors and employees may be a
market maker or hold a position in any instrument or related instrument discussed in this Securities Note, and may
perform or seek to perform financial advisory or banking services related to such instruments. The Joint Lead
Managers’ corporate finance departments may act as manager or co-manager for this Issuer in private and/or public
placement and/or resale not publicly available or commonly known.
Statement from the Manager:
Danske Bank Markets, Pareto Securities AS and Swedbank Norway have assisted the Issuer in preparing the prospectus.
Danske Bank Markets, Pareto Securities AS and Swedbank Norway have not verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and the Joint Lead Managers expressively
disclaims any legal or financial liability as to the accuracy or completeness of the information contained in this prospectus or
any other information supplied in connection with bonds issued by Prosafe SE or their distribution.
The statements made in this paragraph are without prejudice to the responsibility of the Issuer. Each person receiving
this prospectus acknowledges that such person has not relied on the Joint Lead Managers nor on any person affiliated
with it in connection with its investigation of the accuracy of such information or its investment decision.
Oslo, 04. November 2014
Danske Bank Markets Pareto Securities AS Swedbank Norway
Securities Note - Prosafe SE FRN Senior Unsecured Bond Issue 2014/2019
NO 0010717473
15
5 Appendix: Bond Agreement
Top Related