Polarcus gets needed votes under three series for restructuring plans

By Susanna Moon

Chicago, Feb. 12 – Polarcus Ltd. said holders approved the company’s planned restructuring under three series of notes at a meeting held Monday.

There were enough holders to form a quorum, and the measure garnered support as follows, according to a company announcement:

• 85.79% of votes for the 8% senior unsecured callable bond issue 2013/2018;

• 94.03% of the votes for the floating-rate senior unsecured callable bond issue 2014/2019; and

• 100% of the votes for the 2.875% secured convertible bond issue 2011/2016.

As reported Jan. 26, Polarcus said that in addition to its private placement, it planned to launch a subsequent offering of up to NOK 40 million with non-tradable subscription rights for eligible shareholders.

The maximum number of new shares to be issued in the subsequent offer is 30.77 million. The shares will be sold at a prescription price of NOK 1.3 per share.

The record date for the subsequent offering is Jan. 29, and approval was expected to be obtained on Feb. 19.

Polarcus said the subsequent offering is conditional upon required resolutions by an extraordinary general meeting to be held on Feb. 19, the conditions of the private placement being fulfilled and approval and publication of a listing and offering prospectus.

Private placement allocation

The company also announced on Friday that it has conditionally allocated binding subscriptions for 230.77 million new shares at a subscription price of NOK 1.3 raising NOK 300 million of proceeds through the private placement.

ABG Sundal Collier ASA and DNB Markets, a part of DNB Bank ASA, are the joint managers in the private placement.

Polarcus said completion of the private placement is subject to credit committee approvals and final documentation from the bank financing parties under its existing $410 million fleet bank facility for a general extension of a fixed amortization freeze and removal of or amendment to several covenants.

The private placement is also subject to credit committee approval and final documentation from DNB Bank in connection with an increased and amended working capital facility and a new facility to fully fund the company’s cost of terminating a swap and credit support arrangement, as well as credit committee approval and final documentation from DVB Bank SE, Nordic Branch and GIEK in connection with a new loan proposed for the acquisition of the “Polarcus Nadia” and “Polarcus Naila” vessels.

In addition, the private placement is subject to approval of amendments to Polarcus’ NOK unsecured bonds, dollar unsecured bonds and convertible bonds.

Bondholders will also vote not to take any enforcement action on the bonds before the restructuring is approved.

The private placement will be canceled if the closing conditions have not been fulfilled by March 15.

Following and subject to completion of the private placement, the company said it will have an issued share capital of $38.42 million, divided into 384,207,770 shares, each with a par value of $0.1.

Insider shares

Polarcus said primary insiders who were allocated shares in the private placement include chairman of the board Peter Rigg, who was allocated 153,846 shares; board member Carl-Peter Zickerman, who was allocated 15.39 million shares; board member Tom Henning Slethei, who was allocated 5.95 million shares; board member Erik Mathiesen, who was allocated 192,308 shares; chief executive officer Duncan Eley, who was allocated 384,616 shares, subject to completion of the private placement he will hold a total of 489,616 shares; chief financial officer Hans-Peter Burlid, who was allocated 153,846 shares; general counsel Caleb Raywood, who was allocated 134,615 shares; and senior vice president of people and business services Tamzin Steel, who was allocated 134,615 shares.

Polarcus is a Dubai-based marine geophysical company specializing in high-end towed streamer data acquisition.

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