SBM OFFSHORE N.V. (a public company incorporated under the laws of the Netherlands, with its corporate seat in Rotterdam, the Netherlands)
1 (one) for 10 (ten) rights issue of 18,914,221 new ordinary shares at an issue price of EUR 10.07 per ordinary share
This document (the Prospectus) has been prepared in connection with the issue of 18,914,221 new ordinary shares in the capital of SBM Offshore N.V. (SBM Offshore or the Company) with a nominal value of EUR 0.25 each (the Offer Shares) at an issue price of EUR 10.07 (the Issue Price) per Offer Share. Subject to applicable securities laws and the terms set out in this Prospectus, existing holders of ordinary shares in the capital of SBM Offshore with a nominal value of EUR 0.25 (the Ordinary Shares) as at the Record Date (as defined below) are being granted transferable subscription rights to subscribe for the Offer Shares (the Rights). The offer to subscribe for Offer Shares through the exercise of Rights is referred to as the Offering.
Each Ordinary Share held immediately after the close of trading in Ordinary Shares on NYSE Euronext in Amsterdam (Euronext Amsterdam) at 17:40 hours, Central European Time (CET), on 3 April 2013 (the Record Date) will entitle its holder to one (1) Right. Eligible Persons (as defined in “Selling and Transfer Restrictions”) will be entitled to subscribe at the Issue Price for 1 Offer Share for every 10 Rights held. Eligible Persons may, subject to applicable securities laws, subscribe for Offer Shares by exercising Rights from 09:00 hours CET on 4 April 2013 until 15:00 hours CET on 17 April 2013 (the Exercise Period). If an Eligible Person has not exercised his Rights by the end of the Exercise Period, they can no longer be exercised. Once an Eligible Person has validly exercised his Rights, that exercise cannot be revoked or modified, except in certain circumstances as set out in “The Offering – Exercise Period”.
SBM Offshore has applied for admission to listing and trading of the Rights on Euronext Amsterdam. Listing and Trading is expected to commence under the symbol “SBMOR” at 09:00 hours CET on 4 April 2013 and will continue until 17:40 hours CET on 16 April 2013. All transactions in the Rights prior to the closing date on 22 April 2013 (the Closing Date) are at the sole risk of the parties involved.
SBM Offshore has applied for admission to listing and trading of the Offer Shares on Euronext Amsterdam. Trading is expected to commence on 22 April 2013. The Ordinary Shares are listed on Euronext Amsterdam under the symbol “SBMO”.
Following the expiry of the Exercise Period, any Offer Shares that were issuable upon the exercise of Rights, but that have not been subscribed for during the Exercise Period and any and all Offer Shares taken up but not paid for within three (3) Trading Days of the Closing Date (the Remaining Offer Shares) will be subscribed and paid for by HAL Investments B.V. (HAL) at the Issue Price in accordance with the terms and conditions of the private placement and underwriting agreement between the Company and HAL dated 20 December 2012 (the Underwriting Agreement). As a consequence of the foregoing, there will be no rump offering. See “The Offering” and “Plan of Distribution”.
SBM Offshore may adjust the dates, times and periods of the Offering given in this Prospectus in consultation with HAL, ING Bank N.V., acting through its corporate finance division (ING) and Morgan Stanley & Co., International plc. (Morgan Stanley) (ING and Morgan Stanley jointly, the Joint Global Coordinators). If SBM Offshore should decide to do so, SBM Offshore will make this public through a press release published in the Netherlands, which will be placed on its website.
The Offering is subject to a number of conditions. See “The Offering” and “Plan of Distribution”. If any or all of the conditions are not met or waived by HAL or, as applicable, by HAL and the Company collectively, prior to payment for and delivery of the Offer Shares, the Offering shall not take place and the Underwriting Agreement shall terminate unless the parties agree otherwise in writing. In such event, the Offering will be withdrawn. Consequently, (i) both the exercised and unexercised Rights will lapse without compensation to their holders, (ii) subscriptions for, and allotments of Offer Shares that have been made, will be disregarded and (iii) any subscription payments made and received by SBM Offshore or ABN AMRO Bank (the Subscription, Listing and Paying Agent) will be returned without interest or compensation. The lapsing of Rights will be without prejudice to the validity of any trades in Rights that have been settled. Any non-settled trades in Rights that have occurred on Euronext Amsterdam will be deemed null and void. There will be no refund or compensation in respect of Rights purchased in the market or in any other manner. The Joint Global Coordinators, SBM Offshore, HAL, the Subscription, Listing and Paying Agent and Euronext Amsterdam do not accept any responsibility or liability with respect to the withdrawal of the Offering or the related annulment of any transactions in Rights on Euronext Amsterdam.
None of SBM Offshore, the Joint Global Coordinators and HAL has taken, and they will not take any action to permit, a public offer of the Rights or the Offer Shares (together the Offer Securities) in any jurisdiction outside the Netherlands. Distribution of this Prospectus may, in certain jurisdictions, be subject to specific regulations or restrictions. Persons in possession of this Prospectus are urged to inform themselves of any such restrictions which may apply in their jurisdiction and to observe them. Any failure to comply with these restrictions may constitute a violation of the securities laws of that jurisdiction. The Company disclaims all responsibility for any violation of such restrictions by any person. For a description of the restrictions on resale and transfer of the Offer Securities, see “Selling and Transfer Restrictions”.
The Offer Securities have not been, and will not be, registered under the US Securities Act of 1933, as amended (the Securities Act) or any state securities laws in the United States, and may not be exercised, offered or sold in the United States unless the Offer Securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may be lawfully made. The Offering is to be made in reliance on Regulation S under the Securities Act. Potential investors in the Offer Securities should carefully read “Selling and Transfer Restrictions”.
Investing in the Offer Shares and trading in the Rights involves certain risks. See “Risk Factors” for a description of certain risks that should be carefully considered by potential investors before investing in the Offer Shares or trading in the Rights.
The statutory pre-emption rights (wettelijke voorkeursrechten) of the holders of Ordinary Shares in respect of the Offering have been excluded.
The Offer Securities will be delivered in book-entry form through the facilities of Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. trading as Euroclear Nederland (Euroclear Nederland), in accordance with its normal settlement procedures applicable to equity securities.
This Prospectus constitutes a prospectus for the purposes of Article 3 of the European Union Directive 2003/71/EC of the European Parliament and of the Council of the European Union (and amendments thereto, including Directive 2010/73/EU to the extent implemented in the relevant member state of the European Economic Area (Relevant Member State), including all relevant implementing measures (the Prospectus Directive) and has been prepared in accordance with chapter 5.1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht; the Dutch Financial Supervision Act) and the rules promulgated thereunder. This Prospectus has been filed with and approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the AFM).