Polarcus announces restructuring plan
Reference is made to the stock exchange release issued on 6 January 2016 in which Polarcus Limited announced a restructuring plan with support from key stakeholders, the stock exchange release issued on 22 January in which the Company announced approval of the Restructuring in bondholders' meetings in all the three Bond Issues as well as the stock exchange release issued on 27 January in which the Company announced approval of the Restructuring by the Extraordinary General Meeting.
In the Restructuring plan, Bondholders in the Unsecured Bonds and 30% of the Convertible Bond Loan were offered the flexibility to choose either to keep the full nominal amount of their current bonds and accept call option prices for the bonds to be in the range from 33% to 50% of par value ("Option A"), or to convert approximately 0.5% of their bonds into new shares and accept reduced call option prices ranging from 24% to 36% of par value ("Option B") (the "Mix and Match"). The subscription period for the Mix and Match is now expired.
The conversion price for those who did choose Option B is USD 0.0013 (or NOK 0.0115). The new shares will be issued as separate Class B shares with same rights as the current shares.
The Company currently has an issued share capital of USD 13,396,274 divided into 66,981,368 shares of a nominal or par value of USD 0.20. The Company will, upon completion of the Restructuring, in addition issue in total 489,876,254 Class B shares of a nominal or par value of USD 0.0013 each to the bondholders having chosen Option B. The new shares will represent approximately 88% of the voting shares of the Company post such issue.
By having chosen Option B in the Mix and Match, bondholders are under an obligation to deliver their relevant existing bonds for conversion into shares and new bonds upon implementation of the Restructuring. Prior to completion of the Restructuring, such bondholders can accordingly not settle any trade in or otherwise transfer these bonds unless pre-approved by ABG Sundal Collier.
The Company will work towards joining the two share classes, but can give no guarantee that this will be done as this is subject to conditions outside its control. The Company has reserved the right at any time to repurchase new shares issued with shares of the existing class on a one for one basis.
The implementation of the Restructuring, including the issue of the Class B shares, is subject to conditions including completion of final documentation and is expected to close before the end of February 2016. The new share class will thereafter be sought to be listed on Oslo Børs, subject to approval of a listing application and prospectus.
