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 nominal amount of approximately €220 million, raised to approximately €253 million after exercise in full of the over-allotment option.
The nominal value of an ORNANE is fixed at €17.26, representing an issue premium of 40% over Maurel & Prom's reference share price on the regulated market of Euronext in Paris. They will be due on 1st July, 2019 and will bear interest at an annual nominal rate of 1.625%.
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 31st July, 2014 (the "2014 OCEANE"). This buyback was completed off-market as part of a reverse bookbuilding process at a unit price of €16.90 (as a result of which the number of outstanding 2014 OCEANE represents only 16% of the number of 2014 OCEANE initially issued) and will continue on the market under the same terms during five consecutive days. These transactions are expected to enable the company to continue to increase its financial flexibility for future investments.
The settlement-delivery of the ORNANE and their admission to trading on the Open Market of the Frankfurt Stock Exchange ("Freiverkehr") took place on 11th June 2014.
This issue of the ORNANE and the buyback of the 2014 OCEANE were led by Natixis, acting as global coordinator, joint lead manager - joint bookrunner, and by BNP PARIBAS and Credit Agricole Corporate and Investment Bank acting as joint lead managers - joint bookrunners.
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 Cyril Deniaud, Paul Delpech and Camille Lartigue on the corporate aspects, as well as Jean-Luc Calisti (partner), Jérôme Le Berre (of counsel) and Clémence Béranger on the tax aspects, with the assistance of its Frankfurt office (Ralf Thaeter, partner, and Rüdiger Hoffmann) in respect of the application for admission to trading of the ORNANE on the Open Market of the Frankfurt Stock Exchange.
The joint lead managers - joint bookrunners were advised by Allen & Overy, with a team composed of Marc Castagnède (partner), Julien Sébastien and Lorraine Miramond on the capital markets aspects and Mathieu Vignon (partner) and David Sorel on the tax aspects.
Hubert Segain commented: "Our involvement in this rights issue is further demonstration of the Paris office's expertise in capital markets, following ten or so transactions in which the Paris office has been involved since January 2014, alongside the issuers as well as the arrangers".
