Savannah Petroleum Plc has announced that for purposes of facilitating its proposed acquisition of certain of the Nigerian oil and gas assets of Seven Energy it has commenced, subject to the terms and conditions set forth in a confidential offer memorandum and consent solicitation statement dated today (the “Solicitation Memorandum”), an offer to exchange any and all outstanding $318,228,108 aggregate principal amount of 10.25 per cent. Senior Secured Notes due 2021 (the “Notes”) issued by the Company for a combination of a cash consideration and shares of Savannah, as specified in the Solicitation Memorandum (the “Offer”). Savannah is also soliciting consents (the “Consent Solicitation”, and together with the Offer, the “Offer and Consent Solicitation”) from holders of the Notes, upon the terms and conditions set forth in the Solicitation Memorandum, to adopt certain proposed amendments to the indenture under which the Notes were issued (the “Indenture”) that would, inter alia, remove restrictive, information and various compliance covenants and related events of default, remove change of control offer provisions, specify that Savannah will not be considered an “Affiliate” (as defined in the Indenture) for the purposes of any future voting with respect to the Notes and make certain clarifying changes to the release of security provisions (the “Proposed Amendments”). Holders of the Notes cannot (a) consent to the Proposed Amendments only without offering the Notes for exchange or (b) offer the Notes for exchange only without consenting to the Proposed Amendments.
The Offer and Consent Solicitation will expire at 4:00 p.m. (London time) on 6 February 2018 (unless extended by Savannah) and is expected to settle on or about 9 February 2018 (unless extended by Savannah). The Offer and Consent Solicitation is subject to a number of conditions, including holders of 90% of the aggregate principal amount of the Notes participating in the Offer and Consent Solicitation and consenting to the Proposed Amendments. Once the relevant conditions are met, the Company and the trustee under the Indenture will execute the Supplemental Indenture implementing the Proposed Amendments.Holders of the Notes should refer to the Solicitation Memorandum for a description of all terms and conditions of the Offer and Consent Solicitation. Recipients of this press release who intend to participate in the Offer and Consent Solicitation are reminded that any such participation must only be made solely on the basis of the information contained in the Solicitation Memorandum.
