6.0% MEDSERV PLC 2020/23 – Tranche II

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Medserv plc - Base Prospectus dated 12 August 2013

The Company

The Group started off with the establishment of Medserv Limited (which subsequently changed its name to Medserv Operations Limited) as a joint-venture between the Government of Malta and the Albert Abela Group on 1 December 1974. The Issuer (originally named AD Holdings Limited) was incorporated on 26 October 2001 and by 19 November 2003 it had acquired the entire shareholding of Medserv Operations Limited.

The Issuer is the ultimate parent company within the Group which has provided integrated logistical support services to some of the world’s leading oil and gas exploration companies such as ENI Group, Hess Corporation, Petrobras, Gazprom and Exxon amongst others. A number of international service companies also form part of the Group’s client base including Schlumberger, MI Swaco, Baker Hughes, Halliburton and Saipem.

Currently, the Group has facilities in Malta, Libya, Sicily and Cyprus. All operational facilities are certified by the International Standards Organisation (a certificate of quality) and are also ISPS compliant (a code to enhance maritime security). At the same time, the management team and in-house technical teams have decades of industry experience.

The aim of the Group is to become a leader in the provision of integrated logistics services and support through the fulfilment of the following three objectives:

i)       to become the leading operator providing a network of comprehensive logistical support and service bases for the onshore and offshore oil and gas industry operating in the Mediterranean rim countries;

ii)      to provide specialised services utilising equipment developed by international companies for environmental projects within the oil and gas industry;

iii)     to maximise shareholder value through increasing market share by expanding its geographical presence and introducing new lines of business to service the onshore and offshore oil and gas industry.

Use of Proceeds

The net proceeds from the issuance of the second Tranche of Notes, estimated at €6.96 million after issuance costs, will be principally used by the Issuer as follows:

i)     to on-lend circa €5.6 million to the Guarantor to enable it to purchase additional plant and machinery for the Medserv Site and to finance improvements to the Hal Far site;

ii)     to finance further improvements and/or the development of the Group’s existing base in Cyprus (circa €1.2 million).

Status

The Notes are debt obligations of the Issuer secured by a guarantee and general hypothec granted by the Guarantor and also by a special hypothec granted by the Guarantor over the emphyteutical grant it holds in respect of the Medserv site valued at €40 million as at 30 June 2013.

In view of the security attached to the Notes, if the Issuer had to default on its obligations, Note holders may request the Security Trustee to use the Guarantor’s assets and its rights over the Medserv site to settle the amounts due under the Notes.

Guarantor

Medserv Operations Limited

Coupon

6.0%

Amount Issued

€7,000,000

ISIN Code

MT0000311226

Maturity

The bonds will mature at 100% (par) on 30 September 2023 but may be redeemed early at 100% (par) at any date between 30 September 2020 and 30 August 2023 by giving not less than 30 days notice.

Interest Payment

Semi-annually on 31 March and 30 September

XD Dates

15 March & 15 September

Listing

Official List

Directors

Anthony S. Diacono (Chairman), Anthony J. Duncan, Joseph F.X. Zahra, Joseph Zammit Tabona, Johannes Jacobus van Leeuwen and Laragh Cassar (Company Secretary).

Downloads

Medserv plc – Final Terms – 7 April 2014

Medserv plc – Supplement to the Base Prospectus as Supplemented by the Supplement dated 30 August 2013 – 7 April 2014

Medserv plc – Supplement – 30 August 2013

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