Herbert Smith Freehills has recently advised Etablissements Maurel & Prom, a French oil company engaged in hydrocarbon exploration and production, on the issue of net share settled bonds convertible into new shares and/or exchangeable for existing shares (ORNANE) for a total nominal amount of approximately €115 million.
The nominal value of an ORNANE is fixed at €11.02, representing an issue premium of 37% over Maurel & Prom's reference share price on the regulated market of Euronext in Paris. They will be due on 1st July 2021 and will bear interest at an annual nominal rate of 2.75%.
The purpose of this issue is to allow the company to refinance its debt and to extend the maturity of such debt by buying back the bonds convertible into and/or exchangeable for new or existing shares which were due on 31 July 2015 (the "2015 OCEANE"). This buyback was completed off-market as part of a reverse bookbuilding process at a unit price of €13.605 (as a result of which the number of outstanding 2015 OCEANE represents only approximately 11.90% of the total number of 2015 OCEANE initially issued). These transactions are expected to enable the company to continue to increase its financial flexibility for future investments.
On 12 May 2015, the Autorité des marchés financiers (AMF) granted the visa no 15-194 on the prospectus relating to the admission to trading of the ORNANE on the regulated market of Euronext in Paris.
The settlement-delivery of the ORNANE and their admission to trading on the regulated market of Euronext in Paris took place on 15 May 2015.
This issue of the ORNANE and the buyback of the 2015 OCEANE were led by Natixis, acting as lead manager - bookrunner.
Etablissements Maurel & Prom's legal team was composed of Duncan Williams, General Counsel, and Alain Torre, General Secretary.
Herbert Smith Freehills Paris advised Etablissements Maurel & Prom, with a team led by Hubert Segain (partner) supported by Laurence Vincent and Camille Lartigue on the corporate aspects, as well as Jérôme Le Berre (of counsel) on the tax aspects.
Hubert Segain commented: "Our involvement in this rights issue is part of our continued work over many years for Etablissements Maurel & Prom and further demonstrates the strength of the Paris office's expertise in advising issuers on equity capital markets transactions ".
The lead manager - bookrunner was advised by Allen & Overy, with a team composed of Marc Castagnède (partner), with Olivier Thébault and Mathilde Bettuzzi. They were assisted by Mathieu Vignon and Viviane Carpentier on tax aspects, and Diana Billik and Karin Braverman on the US aspects.
