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Oil logistics provider and bunker supplier Titan Petrochemicals Group Limited has announced that it plans to restructure US$315.36 million worth of 8.50% guaranteed senior notes due 2012 to improve its capital structure and extend the notes' maturity.

In a statement, the debt-laden firm said for each US$1,000 principal amount of existing notes it proposes to offer:

(i) US$199.00 in principal amount of new notes,

(ii) 3,075 new shares (credited as fully paid at HK$0.22 per new share, being the closing price per Share on 4 December 2009), and

(iii) a cash payment of US$12.50.

Hong Kong-listed Titan said it will issue up to US$62,756,640 aggregate principal amount of new notes in the exchange offer and up to a maximum of 969,732,000 new shares.

According to Titan, the new shares represent approximately 14.8% of the existing issued share capital of the company and around 12.9% of the issued share capital as enlarged by the issue of the new shares.

The new notes will be due in 2015 with a single repayment. They will bear interest at the rate of 8.50% per annum, payable semi-annually in arrears on 15 March and 15 September of each year, commencing 15 March 2010.

In respect of the interest payments due on 15 March 2010 and 15 September 2010, the company may elect to issue additional new notes to satisfy all or a portion of the interest payments due instead of making cash payment. However, if the company makes such an election, the principal amount of the additional new notes that fall to be issued to satisfy the interest payment will be calculated on the basis of interest at the rate of 9.50% per annum for the relevant new note.

Titan said it entered into a dealer manager agreement on 7 December 2009 to appoint Goldman Sachs (Asia) L.L.C. as the sole global coordinator, lead arranger and co-dealer manager and ING Bank N.V., Singapore Branch, as co-dealer manager, to make the exchange offer and to solicit consents in connection with the consent solicitation.

Titan also confirmed that it has already received approval in principle from the SGX-ST for the listing of the new notes on the official list of the SGX-ST.