21 March 2017. Proposed offering of US$ denominated fixed rate 5 year guaranteed notes
21 March 2017
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
For Immediate Release
BORETS FINANCE DAC
Proposed offering of US$ denominated fixed rate 5 year guaranteed notes
Borets Finance DAC ("Issuer") today announces an offering (the "Offering") of US$ denominated fixed rate 5 year guaranteed notes (the "Notes") to be fully, unconditionally and irrevocably guaranteed on a joint and several basis by Borets International Limited (the "Parent") and Borets Company (together with the Parent, the "Guarantors").
The completion of the Offering will be subject to market conditions. The proceeds of the Offering will be used to (a) repurchase outstanding US$420,00,000 7.625% Guaranteed Notes due 2018 issued by the Issuer and guaranteed, inter alia, by the Guarantors; and (b) pay costs, expenses and fees incurred in connection with such repurchase.
Nothing in this announcement constitutes an offer of any securities in the United States of America. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This announcement is not being reviewed or approved by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly, it is not being distributed to, and must not be passed on to, the general public in the United Kingdom. This announcement is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)) or persons who are within Article 43 of the Financial Promotion Order, including existing members and creditors of the Issuer, or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
This announcement is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer any securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. This announcement has not been, nor shall be distributed to the public in the Russian Federation. Information contained in this announcement is not intended for any persons in the Russian Federation who are not “qualified investors” within the meaning of Article 51.2 of the Federal Law No. 39-FZ “On the Securities Market” dated 22 April 1996, as amended (the “Russian QIs”) and must not be distributed or circulated into Russia or made available in Russia to any persons who are not Russian QIs, unless and to the extent they are otherwise permitted to access such information under Russian law.
This announcement will only be distributed in Ireland in conformity with the provisions of the Companies Act 2014 (as amended), the Central Bank Acts 1942 – 2015 (as amended) and the European Communities 9 (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.
13 March 2017. Borets Finance DAC Announces Offer and Consent Solicitation for its US$420,000,000 7.625% Guaranteed Notes due 2018
25 January 2017. Borets Finance DAC’s Invitation to Tender Notes for Cash: Announcement of Final Participation Results
On January 16, 2017, Borets Finance DAC (the “Issuer”) made an invitation to the holders of the notes listed in the table below (the “Notes”) to tender any such Notes (the “Offer”). The Offer was made on the terms and subject to the conditions and restrictions set out in a tender offer memorandum dated January 16, 2017 (the “Tender Offer Memorandum”).
The Issuer hereby informs the holders of the Notes that, as of 12:00 p.m., London time, on January 24, 2017 (the “Expiration Deadline”), US$136,545,000 principal amount of the Notes were validly tendered pursuant to the Offer. Subject to the terms and conditions of the Offer, the Issuer confirms that it has accepted for purchase US$21,777,000 of the Notes validly tendered (the “Accepted Notes”).
The Clearing Price in respect of the Accepted Notes was determined by reference to the relevant Bid Prices received, in accordance with the procedure set out in the Tender Offer Memorandum and is set out in the table below under the heading “Clearing Price”. All Notes validly tendered with a Bid Price less than or equal to the Clearing Price have been accepted for purchase.
Holders of the Notes who validly tendered Notes prior to the Expiration Deadline and whose Notes have been accepted for purchase by the Issuer will receive the Tender Offer Consideration for the Notes, as well as a cash payment in an amount equal to the accrued and unpaid interest on such Notes from (and including) September 26, 2016 to (but excluding) the Payment Date (as defined below) (the “Accrued Interest”).
The settlement date for the Accepted Notes is expected to be January 31, 2017 (the “Payment Date”).
The Offer remains subject to the terms, conditions and restrictions set forth in the Tender Offer Memorandum. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
16 January 2017. Borets Finance DAC Announces an Invitation to Tender Notes for Cash Using a Modified "Dutch Auction" Procedure
13 January 2017. Announcement of Appointment and Resignation of Independent Non-Executive Director to the Board of Directors of Borets International Limited
It is with great pleasure that Borets International Limited (the “Company”) announces it has appointed Peter Goode as a new Independent Non-Executive Director on the Board of Directors of the Company. The appointment took effect on 1 January 2017.
Mr. Goode is a senior oil and gasfield services professional with extensive international experience at Board level and management, as well as in petroleum engineering and research. His professional roles include a number of different positions with Schlumberger between 1985 and 2003 in Australia, USA, Indonesia and the United Kingdom, including: President - Well Completion and Productivity, President - Information Solutions and President - Reservoir Management. Mr. Goode has also held various positions at Santos Ltd in Australia between 1979 and 1995, including as General Manager - Petroleum Development and Planning. Between 2004 and 2007, Mr. Goode was President and CEO of VETCO International, an international oil field services company with revenues of approximately of US$3 billion a year and with a business in 34 countries. More recently, Mr Goode managed and advised private equity businesses on oil and gas investment, including at Arle Capital and Candover Equity Partners.
Mr. Goode studied applied mathematics and computing science at the University of Australia, before completing a Ph.D. in petroleum engineering at Heriot-Watt University, Edinburgh, UK.
Mr. Goode is currently Chairman of the Board of GR Energy Services and has previously served on the Boards of a number of other private and listed companies.
At the same time as the appointment of Mr. Goode, the Company would like to announce that it has accepted the resignation of Mr. Stuart Ferguson, who has stepped down as Independent Non-Executive Director of the Company with effect from 31 December 2016. Mr. Ferguson had been a member of the Board of Directors of the Company since July 2009 and the Company would like to thank Mr. Ferguson for his significant contribution to the Board.
19 July 2016. Announcement of Changes in Independent Non-Executive Directors of Borets International Limited
It is with great pleasure that Borets International Limited (the “Company”) announces it has appointed Merrill (Pete) Miller as a new Independent Non-Executive Director on the Board of Directors of the Company. The appointment will take effect from 21 September 2016, the next scheduled Board meeting of the Company.
Mr. Miller is currently the Executive Chairman of DistributionNOW, a publicly-owned distribution company. Mr. Miller also holds a number of Non-Executive Director roles, including Chairman of the Board of Transocean Shipmanagement and Director of Chesapeke Energy Corporation.
From 1996 to 2014, Mr. Miller held various roles at National Oilwell Varco (“NOV”). Initially, Mr. Miller was employed as Vice President of Sales and Marketing and Rig Technology at NOV, rising to President of this division by 1998 and, in 2000, he was promoted to CEO. In 2001, Mr. Miller became Chairman and CEO. During his time at NOV, Mr. Miller oversaw major growth in this company, taking it from a $500 million company to a $22 billion a year company with close to 60,000 employees. Mr. Miller was responsible for NOV embarking on a number of acquisitions, such as Robin & Meyers and a merger with Varco International in 2004, which created one of the largest oilfield equipment manufacturers in the world. Mr. Miller was instrumental in the spin-off of NOV’s distribution business into DistributionNOW. Prior to joining NOV, Mr. Miller’s career includes important leadership roles at Hermerlich & Payne, becoming Vice President of US Operations by 1992.
Mr. Miller studied Applied Science and Engineering at the US Military Academy at West Point. He served in the U.S. Army for five years, after which he briefly joined Procter & Gamble before pursuing his MBA at Harvard Business School. Mr. Miller is also a member of the National Petroleum Council in the USA.
At the same time as the appointment of Mr. Miller, the Company would like to announce that it has accepted the resignation of Mr. Ramzi Al-Heureithi, who has stepped down as Independent Non-Executive Director of the Company with effect from 21 September 2016, due to ill health. Mr. Al-Heureithi has been a member of the Board of Directors of the Company since July 2010 and an Independent Non-Executive Director on the Board since October 2013. The Company would like to thank Mr. Al-Heureithi for his significant contribution to the Board.