Convertible Bond Issue
Soco International PLC
02 May 2006
Not for distribution in or into the United States
May 2, 2006
SOCO International plc - Convertible Bond Issue of $200 million
SOCO International plc ('SOCO') announced today the launch of an offering of
US$200 million of Guaranteed Convertible Bonds due 2013 (the 'Bonds'). The
Bonds, which will be issued by SOCO Finance (Jersey) Limited (the 'Issuer'),
will be convertible into the preference shares of the issuer which are
exchangeable for fully paid ordinary shares of SOCO (the 'Offering'). SOCO is
acting as guarantor ('Guarantor') for the Offering.
Background to and use of proceeds
SOCO's group focuses on high quality projects in core areas of South East Asia,
the Middle East and West Africa where it can use its expertise on projects that
offer sufficient potential benefit and large enough participation to have a high
impact on the group. The group's strategy is to have oil and gas assets in each
phase of the oil and gas cycle - production, development and exploration and as
such is raising additional funds to continue its expansion.
The net proceeds from the issue of the Bonds will be on-lent by the Issuer to
the Guarantor's group and will be used primarily to fund the group's existing
appraisal and development opportunities in Vietnam, to allow the group
flexibility to acquire additional acreage in its core areas and for other
general corporate purposes.
In 2005 six out of seven wells drilled on the group's oil and gas assets in
Yemen and Vietnam were successful. In 2006 SOCO has continued this exploration
success with its recently announced TGT-2X and TGT-3X wells in Vietnam testing
at 17,500 bopd and 9,908 bopd respectively. The group announced the Declaration
of Commerciality for the Ca Ngu Vang field, offshore Vietnam, on April 25, 2006
and a Declaration of Commerciality on the Te Giac Trang field is expected to
follow. During 2006 SOCO is expected to commence infrastructure development
activities in Vietnam to move the discoveries to production, continue
exploration and appraisal drilling in Vietnam and Yemen, progress production
enhancement efforts in Yemen and initiate a 3D seismic programme in Congo.
Summary of the Bonds
The Bonds will be issued at 100 per cent. of the principal amount and will bear
a cash coupon of between 4.5 per cent. and 5.0 per cent. per annum. The
conversion price will be set at a premium of between 37 per cent. and 42 per
cent. to the volume weighted average price of SOCO's ordinary shares from launch
to pricing. The final terms of the Bonds are expected to be announced today.
Settlement of the issue is expected to take place on May 16, 2006. Merrill Lynch
International is acting as sole bookrunner and lead manager. Bridgewell Group
Limited is acting as co-manager.
Application will be made for the Bonds to be admitted to the Official List of
the UK Listing Authority and to the London Stock Exchange plc for the Bonds to
be admitted to trading on the London Stock Exchange's Professional Securities
Market. The Bonds will be offered outside the United States in compliance with
Regulation S under the US Securities Act of 1933, as amended. In addition, the
Bonds may not be offered to, sold to or purchased or held by, or for the account
of, persons resident for income tax purposes in Jersey (other than financial
institutions in the normal course of business).
Stabilisation/ FSA
Ed Story, President and Chief Executive Officer, commented:
'The group achieved significant success in 2005 and the first quarter of 2006.
Following the Declaration of Commerciality on the Ca Ngu Vang field and the
exciting drilling results on the Te Giac Trang field offshore Vietnam, SOCO is
well placed to move its world class Vietnam assets to production. The group will
also continue to expand and develop its portfolio of assets across each phase of
the oil and gas cycle'.
For further information please contact:
SOCO International plc Tel: +44 20 7747 2000
Roger Cagle, Deputy CEO and CFO
Merrill Lynch International Tel: +44 20 7996 1000
Michael Hammond
Andrew Osborne
Russell Alton
Pelham PR Tel: +44 20 7743 6676
James Henderson
Alisdair Haythornthwaite
This press release is for information only and does not constitute an offer to
sell, purchase, exchange or transfer any securities or a solicitation of any
such offer in the United States or any other jurisdiction. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), and may not be
offered or sold in the United States absent registration or an exemption from
registration under the Securities Act. Neither SOCO nor any other participant in
the transactions described herein intends to register any securities under the
Securities Act or with any securities regulatory authority of any state or other
jurisdiction in the United States in connection with the proposed transactions
described in this announcement. This communication is directed only at persons
who (i) are outside the United Kingdom (other than in Jersey) or (ii) have
professional experience in matters relating to investments or (iii) are persons
falling within Article 49(2)(a) to (d) ('high net worth companies,
unincorporated associations etc') of The Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (all such persons together being referred to as
'relevant persons'). This communication must not be acted on or relied on by
persons who are not relevant persons. 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. Securities to be issued pursuant to
any offer may not be offered to, sold to or purchased or held by, or for the
account of, persons resident for income tax purposes in Jersey (other than
financial institutions in the normal course of business).
In member states of the European Economic Area ('EEA'), this announcement and
any offer if made subsequently is directed only at persons who are 'qualified
investors' within the meaning of Article 2(1)(e) of the Directive 2003/71/EC
(the 'Prospectus Directive') ('Qualified Investors'). Any person in the EEA who
acquires the securities in any offer (an 'investor') or to whom any offer of the
securities is made will be deemed to have represented and agreed that it is a
Qualified Investor. Any investor will also be deemed to have represented and
agreed that any securities acquired by it in the offer have not been acquired on
behalf of persons in the EEA other than Qualified Investors or persons in the UK
and other member states (where equivalent legislation exists) for whom the
investor has authority to make decisions on a wholly discretionary basis, nor
have the securities been acquired with a view to their offer or resale in the
EEA to persons where this would resulting a requirement for publication by SOCO
or Merrill Lynch International of a prospectus pursuant to Article 3 of the
Prospectus Directive. SOCO and Merrill Lynch International and any of their
respective affiliates, and others will rely upon the truth and accuracy of the
foregoing representations and agreements.
Merrill Lynch International is acting solely for SOCO and no-one else and will
not be responsible for providing the protections afforded to customers of
Merrill Lynch International, respectively nor for providing advice in relation
to the transaction. No representation or warranty, express or implied, is or
will be made as to, or in relation to, and no responsibility or liability is or
will be accepted by Merrill Lynch International or by any of their affiliates or
agents as to or in relation to the accuracy or completeness of this release, or
any other written or oral information made available to or publicly available to
any interested party or its advisers and any liability therefore is hereby
expressly disclaimed. The distribution of this announcement and the offering or
sale of the securities in certain jurisdictions may be restricted by law. No
action has been taken by SOCO, Merrill Lynch International or any of their
respective affiliates that would permit an offering of the securities or
possession or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction where action
for that purpose is required. Persons into whose possession this announcement
comes are required to inform themselves about and to observe any such
restrictions. Merrill Lynch International is authorised and regulated by the UK
Financial Services Authority.
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
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