As announced by the Company on December 22, 2017, the Federal Prosecutor’s Office (Ministério Público Federal – “MPF”) filed a claim based on the Brazilian Improbity Act with the Federal Court in Rio de Janeiro against, among others, SBM Offshore Group Companies.
The Improbity Lawsuit relates to the alleged improper sales practices before 2012 that are also the subject of the Leniency Agreement discussion with Brazilian authorities and Petrobras. In the context of the Improbity Lawsuit, the MPF asked the court to impose a provisional measure as a means to secure payment of damages potentially awarded.
On July 4, 2018 the Company became aware of an interim decision by the judge handling the case. From what the Company understands thus far, the judge has partially granted the request for a provisional measure. The provisional measure aims to order Petrobras to start withholding a percentage of monthly payments due to SBM Offshore companies under certain charter contracts in escrow as collateral in respect of the Improbity Lawsuit. The decision references the fact that SBM Offshore is headquartered overseas and that recovery from the Company of any damages may depend on international legal cooperation and (un)availability of assets in the future.
Before taking a decision on the amounts to be withheld, the judge is requesting more information from Petrobras and the Company. Petrobras is requested to indicate its interest in becoming a plaintiff in the Improbity Lawsuit as well as to present evidence on the impact of the retention of amounts. The Company is requested to provide financial information on the contracts that are part of the object of this litigation. The Federal Government is also requested to indicate its interest in this litigation.
The Company strongly disagrees with the interim decision, is seeking further clarification and is taking all appropriate measures to defend its interests. The Company will inform the markets if and when new information becomes available.
Over the past months, the discussion between the Ministry of Transparency, Oversight and Control (Ministério da Transparência, Fiscalização e Controle – “MTFC”), the General Counsel for the Republic (Advocacia Geral da União – “AGU”), Petrobras and SBM Offshore relating to the leniency agreement have progressed. The Company has contacted the parties in this discussion to evaluate next steps in light of the development in the Improbity Lawsuit.
Under the current circumstances, the Company cannot guarantee that a satisfactory resolution will be reached.
Corporate Profile
SBM Offshore N.V. is a listed holding company that is headquartered in Amsterdam. It holds direct and indirect interests in other companies that collectively with SBM Offshore N.V. form the SBM Offshore Group (“the Company”).
SBM Offshore provides floating production solutions to the offshore energy industry, over the full product lifecycle. The Company is market leading in leased floating production systems delivered to date, with multiple units currently in operation and has unrivalled operational experience in this field. The Company’s main activities are the design, supply, installation, operation and the life extension of floating production solutions for the offshore energy industry.
As of December 31, 2017, Group companies employ approximately 4,800 people worldwide. Full time company employees totaling c. 4,300 are spread over offices in key markets, operational shore bases and the offshore fleet of vessels. A further 500 are working for the joint ventures with two construction yards. For further information, please visit our website at www.sbmoffshore.com.
The companies in which SBM Offshore N.V. directly and indirectly owns investments are separate entities. In this communication “SBM Offshore” is sometimes used for convenience where references are made to SBM Offshore N.V. and its subsidiaries in general, or where no useful purpose is served by identifying the particular company or companies.
The Management Board
Amsterdam, the Netherlands, July 5, 2018
| Financial Calendar | Date | Year |
| Half-Year 2018 Earnings – Press Release | August 9 | 2018 |
| Trading Update 3Q 2018 – Press Release | November 15 | 2018 |
| Full-Year 2018 Earnings – Press Release | February 14 | 2019 |
| Annual General Meeting of Shareholders | April 10 | 2019 |
| Trading Update 1Q 2019 – Press Release | May 16 | 2019 |
| Half-Year 2019 Earnings – Press Release | August 8 | 2019 |
| Trading Update 3Q 2019 – Press Release | November 14 | 2019 |
For further information, please contact:
Investor Relations
Bert-Jaap Dijkstra
Director Corporate Finance and IR
| Telephone: | +31 (0) 20 236 3222 |
| Mobile: | +31 (0) 6 21 14 10 17 |
| E-mail: | Bert-Jaap Dijkstra |
| Website: | www.sbmoffshore.com |
Media Relations
Vincent Kempkes
Group Communications Director
| Telephone: | +31 (0) 20 2363 170 |
| Mobile: | +31 (0) 6 25 68 71 67 |
| E-mail: | Vincent Kempkes |
| Website: | www.sbmoffshore.com |
Disclaimer
This press release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation. Some of the statements contained in this release that are not historical facts are statements of future expectations and other forward-looking statements based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance, or events to differ materially from those in such statements. Such forward-looking statements are subject to various risks and uncertainties, which may cause actual results and performance of the Company’s business to differ materially and adversely from the forward-looking statements. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “may”, “will”, “should”, “would be”, “expects” or “anticipates” or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans, or intentions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this release as anticipated, believed, or expected. SBM Offshore NV does not intend, and does not assume any obligation, to update any industry information or forward-looking statements set forth in this release to reflect subsequent events or circumstances. Nothing in this press release shall be deemed an offer to sell, or a solicitation of an offer to buy, any securities.