July 26, 2018
- Leniency Agreement signed between SBM Offshore, CGU, AGU and
Petrobras on July 26, 2018 taking immediate effect.
- SBM Offshore and Petrobras will normalize business relations in
respect of tenders, with SBM Offshore now able to effectively
compete for new business opportunities.
- MPF is not a party to the Leniency Agreement. The lawsuit
brought by the MPF under the Brazilian Improbity Law ("Improbity
Law") against various SBM Group companies, and the requested
associated provisional measure, are still pending.
- CGU, AGU and Petrobras confirm that the amount SBM Offshore
commits to pay under the Leniency Agreement is considered to be an
adequate compensation given the facts covered in the Leniency
Agreement.
- The payment amounts agreed upon in the Leniency Agreement are
in line with the provision maintained by the Company.
On July 26, 2018 SBM Offshore N.V. and SBM
Holding Inc. S.A. signed a leniency agreement with the Brazilian
Ministry of Transparency and Comptroller's General Office
(Ministério da Transparência e Controladoria-Geral da União-
"CGU"), the General Counsel for the Republic (Advocacia Geral da
União - "AGU") and Petróleo Brasileiro S.A. ("Petrobras") (the
"Leniency Agreement"). The current agreement follows previous
resolutions reached by the Company with the Dutch Public Prosecutor
(Openbaar Ministerie - "OM") as reported in November 2014, and with
the United States Department of Justice ("DOJ") as reported in
November 2017. The agreement is to a large extent comparable to the
agreement which was reached in July 2016 with CGU, AGU and
Petrobras and which also included the Brazilian Federal
Prosecutor's Office (Ministério Público Federal - "MPF") as
reported on July 16, 2016. This agreement was however ultimately
not approved by the Fifth Chamber of the MPF, as reported on
September 2, 2016. The payment amounts agreed upon in the Leniency
Agreement are in line with the provision maintained by the Company
corresponding to this initial agreement.
Bruno Chabas, CEO of SBM Offshore,
commented:
"The Leniency Agreement with CGU, AGU and
Petrobras marks a key milestone towards a closure of the Company's
legacy issues in Brazil. This agreement supports the continuation
of our long-lasting relationship with Petrobras and will allow SBM
Offshore to successfully pursue new business opportunities in
Brazil."
Main Terms
The Leniency Agreement provides for:
- A cash payment by SBM Offshore to Petrobras totalling BRL549
million (Brazilian Reais) (approximately US$148 million), of which
BRL264 million (approximately US$71 million) is a civil fine and
BRL285 million (approximately US$77 million) is compensation for
alleged damages. The total amount is to be paid within 90 days;
and
- A reduction of 95% in future performance bonus payments related
to FPSOs Cidade de Anchieta and Capixaba lease and operate
contracts, representing an agreed nominal value of approximately
US$180 million over the period 2016 to 2030, of which an amount of
US$41 million relating to historical bonus payments (2016 to
signature date) is to be paid within 90 days of the signing of the
Leniency Agreement. The future bonus payments (from signature date
to 2030) represent a net present value of approximately US$110
million, as further compensation for alleged damages.
- The aggregate of the cash payments to be made (approximately
US$189 million) and the net present value of future bonus payments
(approximately US$110 million) is in line with the provision
maintained by the Company of US$299 million as at December 31,
2017.
- Under the terms of the Leniency Agreement, CGU, AGU and
Petrobras commit to terminate all of their investigations against
the Company and refrain from initiating new legal proceedings under
the Improbity Law, Anti-Corruption Law and Public-Procurement Law
in relation to the legacy issues in Brazil.
- The Company is invited back to participate in Petrobras'
tenders under equal conditions as other bidders. In the Leniency
Agreement, Petrobras represents that in relation to the conduct
covered by the Leniency Agreement, it will not adopt any measures
that may jeopardise the ability of SBM Offshore to conduct business
in Brazil.
- In the Leniency Agreement, CGU, AGU and Petrobras confirm that
the amount SBM Offshore commits to pay under the Leniency Agreement
is considered to be an adequate compensation given the facts
covered in the Leniency Agreement.
Cooperation and Compliance
- SBM Offshore also continues to co-operate with investigations
conducted by CGU and AGU into third parties in relation to the
conduct covered by the Leniency Agreement.
- For a period of three years following the signing of the
Leniency Agreement, SBM Offshore will periodically report to CGU on
its compliance program.
Immediate Effect and TCU Review
The Leniency Agreement is immediately effective
and legally binding as of the signature date. As reported on
December 22, 2017, the Federal Court of Accounts (Tribunal de
Contas da União - "TCU") has allowed CGU, AGU and Petrobras to
proceed with the signing of the Leniency Agreement. CGU and AGU
have informed SBM Offshore that no further TCU approval of the
Leniency Agreement is required.
Pursuant to its general oversight over
state-related entities, the TCU can conduct reviews regarding the
market conformity of such entities' contracts. The Company believes
that the Leniency Agreement and other SBM Offshore contracts have
been fairly and legally agreed.
The Leniency Agreement is not subject to
approval by the Fifth Chamber of the MPF.
Improbity Lawsuit by the Public Prosecutor's
Office
As announced by the Company on December 22, 2017
and July 5, 2018, the MPF has filed a claim based on the Improbity
Law with the Federal Court in Rio de Janeiro against the Company.
The claim relates to the alleged improper sales practices before
2012 that are also the subject of the Leniency Agreement. In the
context of this lawsuit, MPF asked the court to impose a
provisional measure as a means to secure payment of damages
potentially awarded. On July 4, 2018 the Company became aware of an
interim decision by the judge handling the case. The judge has
partially granted the request for a provisional measure. The
provisional measure aims to order Petrobras to start withholding a
percentage of monthly payments due to SBM Offshore companies under
certain charter contracts in escrow as collateral in respect of the
Improbity Lawsuit. The decision references the fact that SBM
Offshore is headquartered overseas and that recovery from the
Company of any damages may depend on international legal
cooperation and (un)availability of assets in the future. Before
taking a decision on the amounts to be withheld, the judge
requested more information from Petrobras and the Company. SBM
Offshore's Brazilian subsidiary subsequently filed a Motion for
Clarification, since certain elements of the interim decision are
unclear. The Company strongly disagrees with the interim decision,
and is taking all appropriate measures to defend its interests.
In the Leniency Agreement now signed, CGU, AGU
and Petrobras confirm that the amount SBM Offshore commits to pay
under the Leniency Agreement is considered to be an adequate
compensation given the facts covered in the Leniency Agreement. The
parties to the Leniency Agreement shall defend the existence, terms
and validity of this Leniency Agreement towards any third parties,
including authorities, and in court. Following signing of the
Leniency Agreement, Petrobras will file its views on the impact of
any withholding, as requested by the judge. Petrobras stated
that it will not become a plaintiff in the Improbity lawsuit.
Accounting Treatment
As stated above, the payment amounts agreed upon
in the Leniency Agreement are in line with the provision maintained
by the Company as of December 31, 2017 (US$299 million). Further
details on the accounting impacts will be provided on August 9,
when the Company will disclose its half-year 2018 earnings press
release.
Conference Call
SBM Offshore has scheduled a conference call
followed by a Q&A session at 08:00am Central European Time
(Amsterdam, The Netherlands) on July 27, 2018.
The call will be hosted by Bruno Chabas (CEO),
Philippe Barril (COO), Erik Lagendijk (CGCO) and Douglas Wood
(CFO). Interested parties are invited to listen to the call by
dialing +31 (0) 20 709 5189 in the Netherlands, +44 (0) 3333 000
804 in the UK or +1 631 913 1422 in the US, access code
25748477#.
A replay will be available shortly after the end
of the conference call. Interested parties can listen to the replay
by dialing +31 (0) 207 219 022 and using access code 301238706#
until 30 days after the call.
Corporate Profile
SBM Offshore N.V. is a listed holding company
that is headquartered in Amsterdam. It holds direct and indirect
interests in other companies that collectively with SBM Offshore
N.V. form the SBM Offshore Group ("the Company").
SBM Offshore provides floating production
solutions to the offshore energy industry, over the full product
lifecycle. The Company is market leading in leased floating
production systems delivered to date, with multiple units currently
in operation and has unrivalled operational experience in this
field. The Company's main activities are the design, supply,
installation, operation and the life extension of floating
production solutions for the offshore energy industry.
As of December 31, 2017, Group companies employ
approximately 4,800 people worldwide. Full time company employees
totaling c. 4,300 are spread over offices in key markets,
operational shore bases and the offshore fleet of vessels. A
further 500 are working for the joint ventures with two
construction yards. For further information, please visit our
website at www.sbmoffshore.com.
The companies in which SBM Offshore N.V.
directly and indirectly owns investments are separate entities. In
this communication "SBM Offshore" is sometimes used for convenience
where references are made to SBM Offshore N.V. and its subsidiaries
in general, or where no useful purpose is served by identifying the
particular company or companies.
The Management BoardAmsterdam, the Netherlands,
July 26, 2018
Financial Calendar |
Date |
Year |
Half-Year 2018 Earnings - Press Release |
August 9 |
2018 |
Trading Update 3Q 2018 - Press Release |
November 15 |
2018 |
Full-Year 2018 Earnings - Press Release |
February 14 |
2019 |
Annual General Meeting of Shareholders |
April 10 |
2019 |
Trading Update 1Q 2019 - Press Release |
May 16 |
2019 |
Half-Year 2019 Earnings - Press Release |
August 8 |
2019 |
Trading Update 3Q 2019 - Press Release |
November 14 |
2019 |
For further information, please contact:
Investor RelationsBert-Jaap
DijkstraDirector Corporate Finance and IR
Telephone: |
+31 (0)
20 236 3222 |
Mobile: |
+31 (0)
6 21 14 10 17 |
E-mail: |
bertjaap.dijkstra@sbmoffshore.com |
Website: |
www.sbmoffshore.com |
Media Relations Vincent KempkesGroup
Communications Director
Telephone: |
+31 (0)
20 2363 170 |
Mobile: |
+31 (0)
6 25 68 71 67 |
E-mail: |
vincent.kempkes@sbmoffshore.com |
Website: |
www.sbmoffshore.com |
Disclaimer
This press release contains inside information
within the meaning of Article 7(1) of the EU Market Abuse
Regulation. Some of the statements contained in this release that
are not historical facts are statements of future expectations and
other forward-looking statements based on management's current
views and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance, or
events to differ materially from those in such statements. Such
forward-looking statements are subject to various risks and
uncertainties, which may cause actual results and performance of
the Company's business to differ materially and adversely from the
forward-looking statements. Certain such forward-looking statements
can be identified by the use of forward-looking terminology such as
"believes", "may", "will", "should", "would be", "expects" or
"anticipates" or similar expressions, or the negative thereof, or
other variations thereof, or comparable terminology, or by
discussions of strategy, plans, or intentions. Should one or more
of these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those described in this release as anticipated, believed, or
expected. SBM Offshore NV does not intend, and does not assume any
obligation, to update any industry information or forward-looking
statements set forth in this release to reflect subsequent events
or circumstances. Nothing in this press release shall be
deemed an offer to sell, or a solicitation of an offer to buy, any
securities.
- Leniency Agreement Signed SBM, Brazilian Authorities,
Petrobras.pdf
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