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StatoilHydro (OSL:STL) Stavanger, Norway - 29 October 2008. StatoilHydro ASA announced today that it is inviting holders of certain of its outstanding debt securities to approve, by separate extraordinary resolutions, proposed amendments to the terms and conditions (the "Conditions") of each series of the Notes (as defined below). Adoption of the proposed amendments would permit StatoilHydro ASA to transfer legal ownership of its Norwegian Continental Shelf assets to StatoilHydro Petroleum AS, its wholly-owned subsidiary, thereby simplifying the asset structure of StatoilHydro ASA's group companies (the "Group"). This transfer would centralize the Group's Norwegian Continental Shelf assets in a single legal entity and is expected to reduce the administrative and management burden of holding similar assets across separate legal entities. The resulting group structure would be customary for oil and gas companies, including the Group's market peers. In connection with such transfer, StatoilHydro Petroleum AS would agree to unconditionally and irrevocably guarantee the obligations of StatoilHydro ASA under the Notes.
The consent solicitation relates to StatoilHydro ASA's €20,000,000 Step-up Notes due 2029 (of which €20,000,000 are outstanding) (the "Euro 2029 Notes"), £225,000,000 6.125 per cent. Notes due 2028 (of which £225,000,000 are outstanding) (the "Sterling Notes"), ¥5,000,000,000 Fixed Rate Notes due 2012 (of which ¥5,000,000,000 are outstanding) (the "Yen Notes"), €500,000,000 5.125 per cent. Notes due 2011 (of which €500,000,000 are outstanding) (the "Euro 2011 Notes") and U.S.$375,000,000 5.75 per cent. Notes due 2009 (of which U.S.$375,000,000 are outstanding) (the "Dollar Notes", and together with the Euro 2029 Notes, the Sterling Notes, the Yen Notes and the Euro 2011 Notes, the "Notes").
Subject to satisfaction of all acceptance conditions, StatoilHydro ASA will make:
* early consent payments of €300 for each €100,000 nominal amount of the Euro 2029 Notes, £3 for each £1,000 nominal amount of the Sterling Notes, ¥300,000 for each ¥100,000,000 nominal amount of the Yen Notes, €3 for each €1,000 nominal amount of the Euro 2011 Notes and U.S.$3 for each U.S.$1,000 nominal amount of the Dollar Notes to holders of such Notes who have properly delivered valid and unrevoked consents with respect to such Notes on or prior to 5:00 p.m. London time on 13 November 2008, unless such date is extended by StatoilHydro ASA in its sole discretion (the "Early Expiration Deadline"); or
* late consent payments of €100 for each €100,000 nominal amount of the Euro 2029 Notes, £1 for each £1,000 nominal amount of the Sterling Notes, ¥100,000 for each ¥100,000,000 nominal amount of the Yen Notes, €1 for each €1,000 nominal amount of the Euro 2011 Notes and U.S.$1 for each U.S.$1,000 nominal amount of the Dollar Notes to holders of such Notes who have properly delivered valid consents with respect to such series of Notes after the Early Expiration Deadline but prior to 10:00 a.m. London time on 25 November 2008, unless such date is extended by StatoilHydro ASA.
The consent solicitation for the Notes is being made upon the terms and is subject to the conditions set forth in the consent solicitation statement dated 29 October 2008. Meetings of holders of the Notes will be held on 27 November 2008.
Barclays Capital is acting as Solicitation Agent. Questions with respect to the terms of the consent solicitation should be directed to Barclays Capital at +44 (0)20 7773 8990.
Lucid Issuer Services Limited ("Lucid") has been retained to act as Information Agent and Tabulation Agent with respect to the consent solicitation. Requests for assistance in completing and delivering the consent solicitation statement, related documents, requests for additional copies of such documents and questions relating to the payment of the consent payments should be directed to Lucid at +44 (0)20 7704 0880.
The €20,000,000 Step-up Notes due 2029 are listed on the Luxembourg Stock Exchange.
This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
