Renaissance sells Topaz to DP World in $1.079bn deal

Business Monday 01/July/2019 16:11 PM
By: Times News Service
Renaissance sells Topaz to DP World in $1.079bn deal

Muscat: The Board of Directors of Renaissance Services (Renaissance) have received and accepted a final binding offer from DP World amounting to OMR415 million (US$1.079billion) enterprise value for acquiring 100 per cent shares in Topaz Energy and Marine Limited, Bermuda (Topaz). 86.5 per cent Topaz shares are held by Renaissance through its ownership of Topaz JAFZA. The balance 13.5 per cent shares of Topaz are owned by Standard Chartered Private Equity /Affirma Capital (SCPEL). The key details of the proposed transaction are as below:
Under the terms of the proposed transaction, Renaissance shall also receive a settlement from Topaz of an outstanding OMR30.2 million (US$78.6 million) shareholder loan.
DP World’s final binding offer is subject to regulatory consents and approvals, including Renaissance shareholder approval.
Renaissance acquired Topaz in 2005 when Topaz was a single-region operator and extended operations to the Caspian by acquisition of BUE Marine Services. Topaz has since expanded and consolidated its footprint in the Caspian Sea, grown organically and through M&A in the Middle East, and developed operations into West Africa and the subsea segment. The company today operates a modern and versatile fleet of 117 vessels globally with a strong presence in the Caspian Sea, MENA, and West Africa regions, with long-standing trusted relationships with many of the leading international and national oil companies, including BP, Tengizchevroil, Chevron, ExxonMobil, Dubai Petroleum, Saudi Aramco and Dragon Oil. Topaz’s focus on securing long term contracts in strategic markets has resulted in a more resilient performance compared with competitors and allowed it to successfully navigate the turbulence of the global oil and gas industry. Topaz employs over 2,500 people and reported consolidated FY2018 revenues of US$349 Million.
Through this divestment, Renaissance and SCPEL are passing Topaz on to new ownership that has the synergies, capital strength and global reach to take the company forward to new heights. DP World can build on the solid platform of Topaz achievements to date, ensuring best practice safety, continuously improving standards, security, opportunity and growth in the interests of all stakeholders: employees, partners, clients and customers, bankers, bond holders, professional advisers and other service providers in the whole Topaz community, in its key markets around the world.
Renaissance has announced and pursued a liquidity event for Topaz over the past year, including the possibility of a sale of equity. This transaction fulfils a number of Renaissance objectives set out in that strategy: to de-risk the company; de-leverage the balance sheet; meet pending capital obligations; and strengthen liquidity. The first priority shall be to de-leverage, including the SCPEL obligation, a repurchase of the Perpetual Notes and the reduction of borrowing.
Samir J Fancy, Chairman, Renaissance, said: "We are happy with the outcome for Topaz – we acquired a small regional OSV player almost 15 years ago and transformed it into a global leader with a unique market positioning and reputation. Thanks to a prudent and considered business model focused on excellence of service, long term strategic customer relationships and contracts we have been able to successfully navigate one of the toughest crises in the oil industry. This transaction fits our announced strategic intentions and sets a solid platform for growth in our Services Solutions and Facilities Management businesses, which are less capital intensive, and offer significant opportunity to build scale and value.”
Renaissance executives announced a meeting on July 1, 2019 at CMA Hall for any stakeholders who wish to discuss details of the transaction with the management; understand the nature and benefits of the deal, the planned utilisation of the funds, and future positive performance and growth prospects for the Renaissance services business. The Board of Directors of Renaissance will also call for a General Meeting with its shareholders on 29 July 2019 to present the offer from DP World for their approval.
The Company requested Muscat Securities Market to suspend trading of Renaissance shares for two days (June 30, 2019 and July 1, 2019) to discourage speculative trading due to leakage of information by international media on Topaz divestment. Once the company holds the Investors and Analysts meeting on July 1, 2019, trading of the company’s shares will resume from July 2, 2019.