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5 April 2017.  Borets Finance DAC’s Offer and Consent Solicitation: post-pricing tender results announcement

 

On 13 March 2017, Borets Finance DAC (the "Offeror") made (a) an invitation to each holder (a "Noteholder") of its outstanding US$420,000,000 7.625% Guaranteed Notes Due 2018 (the "Notes") to tender any or all of their Notes for purchase by the Offeror for cash (the "Offer") and concurrently (b) a solicitation (the "Consent Solicitation") to consider and, if thought fit, pass an extraordinary resolution to approve certain amendments to the Trust Deed governing the Notes (the "Trust Deed"), that would permit the Offeror to remove substantially all of the covenants and all of the events of default (except for non-payment and cross-acceleration events of default) in the terms and conditions of the Notes under the Trust Deed that can be removed by an Extraordinary Resolution of the Noteholders, other than a "special quorum resolution" (in each case, as defined in the Trust Deed).

 

The Offer and the Consent Solicitation were made on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum dated 13 March 2017 (the "Tender Offer and Consent Solicitation Memorandum"). Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum.

 

The following table presents details of the Offer as set out in the Tender Offer and Consent Solicitation Memorandum and the aggregate principal amount of Notes tendered at or prior to the Expiration Deadline and accepted for purchase by the Offeror on the Settlement Date:

 

 

 

           ____________________________

 

          (1) Total amounts payable for the Notes validly tendered at or prior to the Early Tender Date.
               Excludes any applicable Accrued Interest Amounts

 

          (2) Aggregate principal amount of the Notes tendered at or prior to the Expiration Deadline and
               accepted for purchase by the Offeror on the Settlement Date

 

 

On 22 March 2017 the Offeror extended the original Early Tender Date as set out in the Tender Offer and Consent Solicitation Memorandum to 4:00 p.m. (London time) on 29 March 2017 (the "Extended Early Tender Date").

 

The Offeror hereby informs the Noteholders as follows:

 

1.   as of 4:00 p.m. (London time) on 31 March, 2017 (the "Expiration Deadline") Tender Instructions in respect of US$239,668,000 aggregate principal amount of Notes were received by the Information and Tender Agent;

 

2.   the Offeror expects the Financing Condition to be satisfied on 7 April 2017 (the "Settlement Date");

 

3.   subject to the satisfaction of the Financing Condition, the Offeror hereby accepts tenders of all Notes made at or prior to the Expiration Deadline;

 

4.   subject to the satisfaction of the Financing Condition, on the Settlement Date:

 

             a. Noteholders (i) who tendered their Notes at or prior to the Extended Early Tender
                 Date and (ii) whose Tenders were accepted by the Offeror, will receive the Early
                 Tender Premium, together with the Purchase Price, plus the Accrued Interest
                 Amount in respect of their Notes tendered; and

 

             b. Noteholders (i) who tendered their Notes after the Extended Early Tender Date,
                 but at or prior to the Expiration Deadline and (ii) whose Tenders were accepted
                 by the Offeror, will receive the Purchase Price plus the Accrued Interest Amount
                 in respect of their Notes tendered; and

 

5.   the Offer is hereby re-opened until 4:00 p.m. (London time) on 7 April 2017 on the terms and subject to the conditions and restrictions set out in the Tender Offer and Consent Solicitation Memorandum.

 

 

 

 

 

4 April 2017.  Borets Finance DAC’s Offer and Consent Solicitation: Meeting Results Announcement

 

On 13 March 2017, Borets Finance DAC (the "Offeror"): (1) made (a) an invitation to each holder (a "Noteholder") of its outstanding US$420,000,000 7.625% Guaranteed Notes Due 2018 (the "Notes") (common code/CUSIP: 097446920 (Reg S)/ 09973AAA9 (Rule 144A); ISIN: XS0974469206 (Reg S) US09973AAA97 (Rule 144A)) to tender any or all of their Notes for purchase by the Offeror for cash (the "Offer") and concurrently (b) a solicitation (the "Consent Solicitation") to consider and, if thought fit, pass an extraordinary resolution (the "Resolution") to approve certain amendments (the "Amendments") to the Trust Deed governing the Notes (the "Trust Deed"), that would permit the Offeror to remove substantially all of the covenants and all of the events of default (except for non-payment and cross-acceleration events of default) in the terms and conditions of the Notes under the Trust Deed that can be removed by an Extraordinary Resolution of the Noteholders, other than a "special quorum resolution" (in each case, as defined in the Trust Deed); and (2) announced a meeting of Noteholders (the "Meeting") in accordance with the Trust Deed to consider the Amendments.

 

The Offeror hereby informs the Noteholders that the Meeting was duly convened and was held on 4 April 2017. At the Meeting, Noteholders holding US$330,921,000 in the aggregate principal amount of Notes (which represents 88.73% of the aggregate principal amount of Notes outstanding) were represented by proxies, and accordingly the Meeting was quorate. Noteholders representing 99.79% of all votes cast at the Meeting voted in favour of theResolution implementing the Amendments.Therefore, the Requisite Majority has been obtained.

 

To implement the Resolution, the Offeror and Deutsche Trustee Company Limited, in its capacity as the Trustee under the Trust Deed, will enter into, among other things, the Supplemental Trust Deed amending the Trust Deed in accordance with the Amendments. The Supplemental Trust Deed shall become effective upon the satisfaction of the Financing Condition on the Settlement Date.

 

As at the Expiration Deadline (4:00 p.m. (London time) on 31 March 2017), Tender Instructions in respect of US$239,668,000 in the aggregate principal amount of Notes were received by the Information and Tender Agent. This announcement does not constitute acceptance of any tendered Notes for purchase by the Offeror. In accordance with the Tender Offer and Consent Solicitation Memorandum (as defined below), a further announcement will be made as soon as reasonably practicable after the New Notes Pricing as to: (i) the aggregate principal amount of Notes in respect of which a Tender Instruction has been received by the Information and Tender Agent at or prior to the Expiration Deadline; (ii) whether the Financing Condition would be expected to be satisfied on the Settlement Date; (iii) subject to the satisfaction of the Financing Condition, (a) whether the Offeror accepts valid tenders of Notes tendered at or prior to the Expiration Deadline and (b) the aggregate principal amount of such Notes accepted for purchase on the Settlement Date; and (iv) whether the Offer is re-opened until the Late Tender Expiration Deadline.

 

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer and Consent Solicitation Memorandum dated 13 March 2017 in relation to the Offer and Consent Solicitation (the "Tender Offer and Consent Solicitation Memorandum").

  

http://www.ise.ie/app/announcementDetails.aspx?ID=13182936 

  

 

 

 

 

21 March 2017.  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.

 

www.ise.ie/app/announcementDetails.aspx?ID=13165811

 

 

 

 

 

13 March 2017.  Borets Finance DAC Announces Offer and Consent Solicitation for its US$420,000,000 7.625% Guaranteed Notes due 2018

 

www.ise.ie/app/announcementDetails.aspx?ID=13156559

 

 

 

 

 

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.

 

 

 

www.ise.ie/app/announcementDetails.aspx?ID=13107033

 

 

 

 

 

16 January 2017.  Borets Finance DAC Announces an Invitation to Tender Notes for Cash Using a Modified "Dutch Auction" Procedure

 

http://www.ise.ie/app/announcementDetails.aspx?ID=13096728 

 

 

 

 

 

13 January 2017.  Announcement of Appointment and Resignation of Independent Non-Executive Director to the Board of Directors of Borets International Limited

  

Downloadable PDF: 

 

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

 

 

Downloadable PDF: 

 

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.

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