Not for distribution in or into the United States

SOCO International plc – Prices Upsized Offering of $250 million Convertible Bond

SOCO International plc ("SOCO") announces, further to its announcement this morning, that it has now priced its offering of Guaranteed Convertible Bonds due 2013 (the "Bonds"). Due to strong institutional demand, the size of the offering has been upsized to $250 million. The Bonds, which will be issued by SOCO Finance (Jersey) Limited (the "Issuer"), will be convertible into the preference shares of the Issuer which are exchangeable for fully paid ordinary shares of SOCO (the "Offering"). SOCO is acting as guarantor for the Offering.

The Bonds were priced at par and will pay a coupon of 4.50% per annum. The Bonds will initially be convertible into an aggregate of approximately 6.238 million ordinary shares. The conversion premium was set at 42.00%. The initial conversion price is £21.847 per ordinary share. The conversion price will be subject to adjustment from time to time upon the occurrence of certain events. Payment for, and settlement of, the Bonds is expected to occur on 16 May 2006. Unless previously converted or redeemed (and assuming settlement on 16 May 2006), the Bonds will be repaid at 100 per cent of their principal amount on 16 May 2013.

Application will be made for the Bonds to be admitted to the Official List of the UK Listing Authority and to the London Stock Exchange plc for the Bonds to be admitted to trading on the London Stock Exchange's Professional Securities Market. The Bonds will be offered outside the United States in compliance with Regulation S.

Merrill Lynch International is acting as sole bookrunner and lead manager. Bridgewell Group Limited is acting as co-manager.

Stabilisation/FSA

For further information please contact:

SOCO International plc
Tel: +44 20 7747 2000
Roger Cagle, Deputy CEO and CFO

Merrill Lynch International
Tel: +44 20 7996 1000
Michael Hammond
Andrew Osborne
Russell Alton

Pelham PR
Tel: +44 20 7743 6676
James Henderson
Alisdair Haythornthwaite

This press release is for information only and does not constitute an offer to sell, purchase, exchange or transfer any securities or a solicitation of any such offer in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Neither SOCO nor any other participant in the transactions described herein intends to register any securities under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States in connection with the proposed transactions described in this announcement. This communication is directed only at persons who (i) are outside the United Kingdom (other than in Jersey) or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Securities to be issued pursuant to any offer may not be offered to, sold to or purchased or held by, or for the account of, persons resident for income tax purposes in Jersey (other than financial institutions in the normal course of business).

In member states of the European Economic Area ("EEA"), this announcement and any offer if made subsequently is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Directive 2003/71/EC (the "Prospectus Directive") ("Qualified Investors"). Any person in the EEA who acquires the securities in any offer (an "investor") or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would resulting a requirement for publication by SOCO or Merrill Lynch International of a prospectus pursuant to Article 3 of the Prospectus Directive. SOCO and Merrill Lynch International and any of their respective affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.

Merrill Lynch International is acting solely for SOCO and no-one else and will not be responsible for providing the protections afforded to customers of Merrill Lynch International, respectively nor for providing advice in relation to the transaction. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Merrill Lynch International or by any of their affiliates or agents as to or in relation to the accuracy or completeness of this release, or any other written or oral information made available to or publicly available to any interested party or its advisers and any liability therefore is hereby expressly disclaimed. The distribution of this announcement and the offering or sale of the securities in certain jurisdictions may be restricted by law. No action has been taken by SOCO, Merrill Lynch International or any of their respective affiliates that would permit an offering of the securities or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Merrill Lynch International is authorised and regulated by the UK Financial Services Authority.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
 
 
 
 
 
 
 
 

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