SONGA OFFSHORE SE - COMPLETED PRIVATE PLACEMENT OF NEW SHARES
(Thomson Reuters ONE) -
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
SONGA OFFSHORE SE - COMPLETED PRIVATE PLACEMENT OF NEW SHARES
Reference is made to the stock exchange announcement dated 19 April 2012
regarding the contemplated private placement (the "Private Placement") of new
shares in Songa Offshore SE ("SONG" or the "Company"). The Private Placement was
significantly over subscribed, and the board of directors (the "Board of
Directors") of SONG has today resolved to complete the Private Placement. The
Company has allocated 35,200,000 new shares at a price of NOK 18.00 per share in
the Private Placement to existing shareholders and new investors, with gross
proceeds of NOK 633 million (~USD 110 million).
Arctic Securities ASA, Nordea Markets, Pareto Securities AS and SEB Enskilda
(collectively, the "Managers") acted as managers and bookrunners for the Private
Placement.
Following the registration of the share capital increase in connection with the
Private Placement, the Company will have an issued share capital of EUR
22,320,380, divided into 202,912,544 issued shares, each with a nominal value of
EUR 0.11.
The following primary insiders were allocated new shares in the Private
Placement:
Spencer Trading Inc, a company controlled by Arne Blystad, was allocated
5,616,200 new shares. At the same time Spencer Trading Inc sold 5,616,200 shares
in Songa Offshore SE at NOK 18.00. Spencer Trading Inc has simultaneously
entered into a Forward Contract to buy back 5,616,200 shares in Songa Offshore
SE at NOK 18.1966 with due date 20th July 2012. Additionally Spencer Energy AS
holds 26,758,922 shares in Songa Offshore SE. Total holding, for companies
controlled by Arne Blystad after the completion of the Private Placement will
be32,375,122 shares.
Perestroika AS with affiliated and related parties including Frank Mohn AS and
Fredrik Wilhelm Mohn was allocated 7,023,400 new shares. Total holding, for
Perestroika AS with affiliated and related parties after the completion of the
Private Placement will be40,487,145 shares.
Anchor Capital Management Ltd, a company controlled by Chairman of the Board of
Songa, Jens Wilhelmsen, was allocated 55,600 new shares. Total holding, for
companies controlled by Jens Wilhelmsen, after the completion of the Private
Placement will be 80,600 shares
Netza as, a company controlled by CEO of Songa,Asbjørn Vavik, was allocated
100,000 new shares. Total holding, for companies controlled by Asbjørn Vavik,
after the completion of the Private Placement will be200,001 shares and
1,000,000 rights to shares in the Company (including the stock appreciation
rights
COO of Songa, Trond Christensen, was allocated 100,000 new shares. Total
holding, for Trond Christensen, after the completion of the Private Placement
will be 420,001 shares and 1,000,000 rights to shares in the Company (including
the stock appreciation rights).
The settlement of the Private Placement is expected to take place on or around
25 April 2012. Pursuant to a share lending agreement with Spencer Energy AS (the
"Lender"), the Managers will borrow existing SONG shares listed on Oslo Børs
from the Lender for the purpose of delivering these to the investors (other than
the Lender and Perestroika AS with affiliated and related parties including
Frank Mohn AS and Fredrik Wilhelm Mohn) in the Private Placement in lieu of the
new shares against simultaneously payment for the same. Hence, investors in the
Private Placement will be delivered existing shares that are tradable on Oslo
Børs. The new shares will then be issued and delivered to the Lender as
redelivery of the borrowed shares and, as the case may be, to the Lender and
Perestroika AS with affiliated and related parties including Frank Mohn AS and
Fredrik Wilhelm Mohn, as delivery of any new shares allocated in the Private
Placement pursuant to their pre-commitments to subscribe new shares. The new
shares will be assigned a separate ISIN and not be listed or tradable on Oslo
Børs until approval by the Financial Supervisory Authority of Norway, and
publication, of an EU prospectus for the listing of such new shares. This
prospectus will also comprise the subsequent repair offering described below and
is expected to be published as soon as it is approved by the Financial
Supervisory Authority.
Following the completion of the Private Placement, the Board of Directors of
SONG intends to carry out a subsequent repair offering of new shares in the
amount of up to the NOK equivalent of USD 10 million, in which shareholders in
the Company as of 19 April 2012, as registered in the VPS on 24 April 2012, who
were not invited to participate in the Private Placement and who are not
resident in a jurisdiction where such offering would be unlawful or, for
jurisdictions other than Norway would require any prospectus, filing,
registration or similar action, will be granted non-transferable preferential
rights to subscribe for, and be allocated, new shares. Over-subscription and
subscription without preferential rights will be permitted. The offer price in
the repair offering will be the same as in the Private Placement and the
subscription period will be two weeks.
For further information, please contact:
Geir Karlsen, CFO, tel. +47 91 60 83 32
Important notice:
This announcement is not an offer for sale of securities in the United States or
any other country in which such offer would be unlawful or would require
prospectus, registration or other measures. The securities referred to herein
have not been registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), and may not be sold in the United States absent
registration or pursuant to an exemption from registration under the U.S.
Securities Act. SONG does not intend to register any portion of the offering of
the securities in the United States or to conduct a public offering of the
securities in the United States. Copies of this announcement are not being made
and may not be distributed or sent into the United States, Canada, Australia,
Hong Kong, Japan or any other jurisdiction in which such distribution would be
unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with
any applicable implementing measures in any member State, the "Prospectus
Directive"), this communication is only addressed to and is only directed at
qualified investors in that Member State within the meaning of the Prospectus
Directive.
This announcement is only directed at (a) persons who are outside the United
Kingdom; or (b) investment professionals within the meaning of Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Order; or (D)
persons to whom any invitation or inducement to engage in investment activity
can be communicated in circumstances where Section 21(1) of the Financial
Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking
information, including, without limitation, those relating to (a) forecasts,
projections and estimates, (b) statements of management's plans, objectives and
strategies for SONG, such as planned expansions, investments or other projects,
(c) costs, capacities or rates, start-up costs, cost reductions and profit
objectives, (d) various expectations about future developments in SONG's
markets, particularly prices, supply and demand and competition, (e) results of
operations, (f) margins, (g) growth rates, (h) risk management, as well as (i)
statements preceded by "expected", "scheduled", "targeted", "planned",
"proposed", "intended" or similar statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, these
forward-looking statements are based on a number of assumptions and forecasts
that, by their nature, involve risk and uncertainty. Various factors could cause
our actual results to differ materially from those projected in a forward-
looking statement or affect the extent to which a particular projection is
realized.
No assurance can be given that such expectations will prove to have been
correct. SONG disclaims any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Songa Offshore SE via Thomson Reuters ONE
[HUG#1604402]
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Datum: 20.04.2012 - 02:57 Uhr
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