The Notes to be issued by the Company are convertible into Common Shares of the Company and are expected to have an annual coupon in the range of 2.0% - 2.5% and a conversion premium of 40% - 45%, representing approximately 10% of the Company's current issued share capital. The Notes will be issued at 100% of their principal amount and, unless previously redeemed, converted or cancelled, will mature in 2013.
The proceeds of the issue will be used to fund Acergy's further upgrading and rejuvenation of its fleet and to provide a platform to support growth initiatives.
Acergy may also use part of the proceeds from the offering to purchase up to a maximum of 10% of the company's issued share capital, pursuant to the standing authorization granted to the Board at the AGM on May 15, 2006 for a maximum aggregate consideration of US$300 million. Any such repurchases will be open market repurchases on the Oslo Stock Exchange. Acergy has not so far repurchased any shares, but may do so with effect from today until August 31, 2007, unless prior to such date the aggregate number of shares repurchased reaches 10% of the issued share capital. Any shares repurchased will either be cancelled, subject to shareholder approval, or held as treasury shares to meet obligations arising under the Notes or any employee share option schemes.
The Notes are expected to be issued on or around October 11, 2006. It is intended that an application will be made for the Notes to be admitted to listing and to trading on the Euro MTF Market of the Luxembourg Stock Exchange.
This announcement does not constitute or form part of an offer to sell or the solicitation of an offer to subscribe for any securities of Acergy.
Acergy S.A. is a seabed-to-surface engineering and construction contractor for the offshore oil and gas industry worldwide. We plan, design and deliver complex, integrated projects in harsh and challenging environments. We operate internationally as one group -- globally aware and locally sensitive, sharing our expertise and experience to create innovative solutions. We are more than solution providers, we are solution partners -- ready to make long-term investments in our people, assets, know-how and relationships in support of our clients.
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