Siem Offshore Inc. – 03.06 2014
Summary
ISIN NO 001 070867.0
Summary
FRN Siem Offshore Inc. Senior Unsecured Bond Issue
2014/2019
NO 001 070867.0
Arranger:
03.06 2014
Prepared according to Commission Regulation (EC) No 486/2012 article 1 (10) - Annex XXII
Siem Offshore Inc. – 03.06 2014
Summary
ISIN NO 001 070867.0
Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be
gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of "not applicable".
Section A — Introduction and warnings
Element
Disclosure requirement
A.1
Warnings
Comments
This summary should be read as an
introduction to the Prospectus.
Any decision to invest in the Bonds should
be based on consideration of the
Prospectus as a whole by the investor.
Where a claim relating to the information
contained in the Prospectus is brought
before a court, the plaintiff investor might,
under the national legislation in its
Member State, have to bear the costs of
translating the Prospectus before the legal
proceedings are initiated.
A.2
Resale and final placement by financial
intermediaries
Section B — Issuer
Element
Disclosure requirement
B.1
Legal and commercial name of the Issuer
B.2
Domicile and legal form of the Issuer, the
legislation under which the Issuer operates
and its country of incorporation
B.4b
Known trends affecting the issuer and the
industries in which it operates.
Civil liability attaches only to those
persons who have tabled the summary
including any translation thereof, but only
if the summary is misleading, inaccurate
or inconsistent when read together with
the other parts of the Prospectus or it does
not provide, when read together with the
other parts of the Prospectus, key
information in order to aid investors when
considering whether to invest in such
securities.
Not applicable. No resale will take place.
No financial intermediaries will be used for
the final placement of the Bonds.
Comments
The legal name of the Company is Siem Offshore
Inc. and the commercial name is Siem Offshore.
As a company incorporated in the Cayman Islands,
Siem Offshore Inc. is an exempted company duly
incorporated under the laws of the Cayman Islands
and subject to Cayman Island laws and regulations
with respect to corporate governance. Cayman
Islands corporate law is to a great extent based on
English Law. In addition, due to the Company’s
listing on the Oslo Stock Exchange, certain aspects
of Norwegian Securities law apply to the Company
and there is a requirement to adhere to the
Norwegian Code of Practice for Corporate
Governance.
There are no known trends, uncertainties,
demands, commitments or events that are
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Siem Offshore Inc. – 03.06 2014
Summary
ISIN NO 001 070867.0
B.5
A description of the group and the issuer’s
position within the group.
Simplified legal structure:
B.9
Profit forecast or estimate
B.10
Qualifications in the audit report
B.12
Selected historical financial information,
statement regarding no material adverse
change and significant changes in the
financial or trading position.
reasonably likely to have a material effect on the
Issuer's prospects for at least the current financial
year.
The Issuer is a holding company of the Group.
Not applicable. No forecasts or estimates are made
public.
Not applicable. There are no qualifications in the
audited financial reports.
There are no significant change in the financial or
trading position of the Group which has occurred
since the end of the last financial period for which
either audited financial information or interim
financial information have been published. And
there has been no material adverse change in the
prospects of the Issuer since the date of its last
published audited financial statements.
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Siem Offshore Inc. – 03.06 2014
Summary
ISIN NO 001 070867.0
Selected financial information for the Group:
B.13
B.14
Recent events particular to the issuer which
are to a material extent relevant to the
evaluation of the issuer’s solvency.
Description of dependencies upon other
entities within the group
B.15
A description of the issuer’s principal
activities.
B.16
Description of ownership of the company.
Not Applicable – there are no events particular to
the issuer which is to a material extent relevant to
the evaluation of the issuer’s solvency.
The Parent is a holding company with no
employees and is therefore depended on service
from its subsidiaries. These services consist of
administrative and corporate services provided by
Siem Offshore Management AS and Siem Offshore
AS.
Siem Offshore has today 43 vessels in operation
and 13 vessels under construction. Vessels in
operation included two anchor handling, tug, supply
vessels operated on behalf of a pool partner.
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Siem Offshore Inc. – 03.06 2014
Summary
B.17
ISIN NO 001 070867.0
Siem Industries Inc. is the main shareholder of Siem Offshore Inc. and is controlled by a trust
whose potential beneficiaries include members of Kristian Siem’s immediate family. Kristian Siem,
who is Director of the Company, is also the Chairman of Siem Industries Inc..
Credit ratings
Not Applicable – Neither the Company nor the
Bonds have been rated.
Section C — The Bonds
Element
Disclosure requirement
C.1
Type and class of securities being offered
/ security identification numbers
C.2
Currency
C.5
Restrictions on free transferability
C.8
A description of the rights including
ranking and limitations to those rights
attached to the Bonds.
Comments
Bond issue with floating rate.– ISIN NO
001 070867.0
Norwegian kroner
Not applicable - There are no restrictions
on free transferability of the Bonds
The Bond Agreement has been entered
into between the Borrower and the
Trustee. The Bond Agreement regulates
the Bondholder’s rights and obligations in
relations with the issue. The Trustee
enters into this agreement on behalf of the
Bondholders and is granted authority to
act on behalf of the Bondholders to the
extent provided for in the Bond
Agreement.
When bonds are subscribed / purchased,
the Bondholder has accepted the Bond
Agreement and is bound by the terms of
the Bond Agreement.
The Bonds shall constitute senior debt
obligations of the Issuer. The Bonds shall
rank at least pari passu with all other
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Siem Offshore Inc. – 03.06 2014
Summary
C.9
ISIN NO 001 070867.0
Information on the interest rate, interest
payment dates, installments and
representative of the bondholders
unsecured and unsubordinated obligations
of the Issuer (save for such claims which
are preferred by bankruptcy, insolvency,
liquidation or other similar laws of general
application) and shall rank ahead of
subordinated debt.
The Bonds are unsecured.
The Bonds are issued with floating rate, 3
months NIBOR pluss 4.40 percentage
points per annum. Interest payments shall
be made in arrears on the Interest
Payment Dates each year, 28 March, 28
June, 28 September and 28 December
each year and the Maturity Date 28 March
2019. The relevant interest payable
amount shall be calculated based on a
period from, and including, the Issue Date
to, but excluding, the next following
applicable Interest Payment Date, and
thereafter from and including, that
Interest Payment Date to, but excluding,
the next following applicable Interest
Payment Date.
The Bonds shall mature in full on the
Maturity Date, and shall be repaid at par
(100%) by the Issuer.
Investors wishing to invest in the Bonds
after the Issue Date must pay the market
price for the Bonds in the secondary
market at the time of purchase. Depending
on the development in the bond market in
general and the development of the
Issuer, the price of the Bonds may have
increased (above par) or decreased (below
par). As the Bonds have a floating
reference rate, it is the market's
expectations of risk premium, i.e. margin
that affects the price. If the price has
increased, the yield for the purchaser in
the secondary market, given that the
reference rate does not change, will be
lower than the interest rate of the Bonds
and vice versa. At par and an assumption
that the reference rate is 1.71% from the
issue date to maturity date, the yield will
be 6.11%.
C.10
In case the Bonds have a derivative
component in the interest payment, a
description of potential impacts on the
Bonds value is affected by the value of
the underlying instrument.
C.11
An indication whether the Bonds will be
listed on a regulated market.
The Bonds trustee is Nordic Trustee ASA.
The coupon payments, which depend on
the 3 months NIBOR interest rate and the
Margin, will vary in accordance with the
variability of the NIBOR interest rate. The
interest rate risk related to this bond issue
will be limited, since the coupon rate will
be adjusted quarterly according to the
change in the reference interest rate
(NIBOR 3 months) over the 5 year tenor.
An application for listing of the Bonds will
be sent Oslo Børs.
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Siem Offshore Inc. – 03.06 2014
Summary
ISIN NO 001 070867.0
Section D — Risks
Element
Disclosure requirement
D.2
Key information on the key risks that are
specific to the issuer.
D.3
Key information on the key risks that are
specific to the Bonds.
Section E — Offer
Element
Disclosure requirement
E.2b
Use of proceeds.
E.3
Terms and conditions of the offer
E.4
Material interests in the offer
Comments
 Environmental risk
 Political risk
 Market risk
 Yard risk
 Commercial risk
 Liquidity risk
 Credit risk
 Currency risk
 Interest risk
All investments in interest bearing
securities have risk associated with such
investment. The risk is related to the
general volatility in the market for such
securities, varying liquidity in a single
bond issue as well as company specific risk
factors.
There are five main risk factors that sum
up the investors total risk exposure when
investing in interest bearing securities:
liquidity risk, interest rate risk, settlement
risk, credit risk and market risk (both in
general and issuer specific).
Comments
The net proceeds from the Bonds shall be
used for general corporate purposes.
Not Applicable – The Bonds have not been
subject to a public offer, it is already
issued and settled.
The involved persons in Siem Offshore Inc.
have no interest, nor conflicting interests
that is material to the Issue.
Siem Offshore Inc. has mandated Arctic
Securities as Arranger for the issuance of
the Loan. The Arranger has acted as
advisor to Siem Offshore Inc. in relation to
the pricing of the Loan.
E.7
Estimated expenses charged to the
investor
The Arranger and/or any of their affiliated
companies and/or officers, directors and
employees may be a market maker or hold
a position in any instrument or related
instrument discussed in this Securities
Note, and may perform or seek to perform
financial advisory or banking services
related to such instruments. The Arranger
corporate finance department may act as
manager or co-manager for this Borrower
in private and/or public placement and/or
resale not publicly available or commonly
known.
Not Applicable – The investor of the Bonds
were not charged any expenses due to the
issuance of the Bonds
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