Petrofac Limited: RESULT OF GENERAL MEETING AND PLAN MEETINGS

 

28 April 2025

 

RESULT OF GENERAL MEETING AND PLAN MEETINGS

 

The General Meeting and Plan Creditor meetings specified in the previously announced Restructuring Plans have now taken place. The voting results demonstrated very strong levels of support for the Restructuring Plan by both shareholders and creditors and represent an important step towards the Restructuring becoming effective.

GENERAL MEETING

The Company hereby confirms that all resolutions set out in the Notice of Meeting and Circular for the General Meeting of Petrofac Limited held on 28 April 2025 were duly passed by shareholders on a poll.

The total number of votes cast for each resolution is as follows:

No.	Resolution	In Favour / Discretion	%*	Against	%*	Withheld
1	New Shares and New Warrants	188,886,041	98.25%	3,372,495	1.75%	374,876
2	Pre-emption Rights	188,625,179	98.13%	3,585,225	1.87%	423,008
3	Authorised Share Capital	188,757,366	98.18%	3,508,587	1.82%	367,459
4	Share Consolidation	188,768,239	98.21%	3,435,997	1.79%	429,176
5	Historic B Shares	188,908,380	98.47%	2,934,400	1.53%	790,632
6	Company’s Level of Borrowing	189,088,552	98.54%	2,795,722	1.46%	749,138
7	Maximum Aggregate Fees	187,282,493	97.65%	4,511,529	2.35%	839,390
8	Historical Regulatory Authorities	189,025,559	98.34%	3,196,148	1.66%	411,705
9	Allotment of Shares	178,862,470	93.06%	13,340,511	6.94%	430,431

                                       

* percentage of votes cast excludes withheld votes.

The number of shares in issue at the date of the Meeting was 528,874,000 ordinary shares of US$0.02 each in the Company (the “Shares”) and each Share attracted one vote. Votes 'For' included votes at the discretion of the Chairman.  All valid proxy votes and voting instructions (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.  The total number of votes cast was 192,265,953 (36.35% of the share register). 

The full text of each resolution is contained in the Notice of General Meeting and Circular, which is available on the Company's website, www.petrofac.com.  A copy of the poll results for the GM will also be available on the Company’s website. 

In accordance with Listing Rule 6.4.2, a copy of the resolutions (as set out in the Notice of General Meeting and Circular), will be submitted today to the Financial Conduct Authority's national storage mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

PLAN MEETINGS

The Plan Creditor meetings specified in the Restructuring Plans took place on 23 April 2025. A summary of the results is as follows, with full details of the votes set out in Note 1 below.

• Of the 12 creditor classes in total (across the two plan companies), 9 classes voted in favour, with three classes voting against. 
• Of the 6 secured creditor classes (across the two plan companies), all six voted 100% in favour
• Of the 6 unsecured creditor classes (across the two plan companies), 3 voted in favour and 3 voted against. 
• In eight cases the approval levels were 100% and in the ninth it was over 99.9%
• Turnout was very high in all classes, with turnout in the Senior Secured Funded Class being over 88% and all other classes having a turnout of more than 95%
• The three classes who voted against the Plans were connected to the Thai Oil Clean Fuels Project. This was anticipated, and in line with their existing challenge to the Restructuring Plans, which will be addressed at the Sanction Hearing

The Sanction Hearing will take place from 30 April to 2 May 2025 before a Judge of the High Court of Justice in England.

 

ENDS

 
 

NOTE 1:

 

Plan meeting	Voting for	Voting against	Abstention
PL Senior Secured Funded Creditors Plan Meeting	100%	0%	0%
PIUL Senior Secured Funded Creditors Plan Meeting	100%	0%	0%
PL CBG Notes Providers Plan Meeting	100%	0%	0%
PIUL CBG Notes Providers Plan Meeting	100%	0%	0%
PL ABN Plan Meeting	100%	0%	0%
PIUL ABN Plan Meeting	100%	0%	0%
PL Argonaut Plan Meeting	100%	0%	0%
PIUL Argonaut Plan Meeting	100%	0%	0%
Shareholder Claimants Plan Meeting	99.92%	0.07%	0.01%
PL Other Unsecured Plan Creditors Plan Meeting	0%	100%	0%
PIUL Other Plan Creditors Plan Meeting	0%	100%	0%
PL Thai Oil JV / PSS Plan Creditors Plan Meeting	0%	100%	0%

 

For further information contact:

Petrofac Limited

+44 (0) 207 811 4900

 

David Boyd

Investor Relations Consultant

david.boyd@petrofac.com  

 

Sophie Reid, Group Director of Communications

sophie.reid@petrofac.com

 

Teneo (for Petrofac)

+44 (0) 207 353 4200

petrofac@teneo.com

 

 

 

NOTES TO EDITORS

 

Petrofac

 

Petrofac is a leading international service provider to the energy industry, with a diverse client portfolio including many of the world's leading energy companies.

 

Petrofac designs, builds, manages and maintains oil, gas, refining, petrochemicals and renewable energy infrastructure. Our purpose is to enable our clients to meet the world's evolving energy needs. Our four values - driven, agile, respectful and open - are at the heart of everything we do.

 

Petrofac's core markets are in the Middle East and North Africa (MENA) region and the UK North Sea, where we have built a long and successful track record of safe, reliable and innovative execution, underpinned by a cost effective and local delivery model with a strong focus on in-country value. We operate in several other significant markets, including India, South East Asia and the United States. We have 8,000 employees based across 31 offices globally.

 

Petrofac is quoted on the London Stock Exchange (symbol: PFC).

 

For additional information, please refer to the Petrofac website at www.petrofac.com