Songa Offshore SE : Approved prospectus and details regarding subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
Reference is made to previous stock exchange announcements made by Songa
Offshore SE (the "Company") regarding (i) the completed private placement (the
"Private Placement") of 610,000,000 new shares in the Company (the "New
Shares"), (ii) the completed issue of new convertible bonds in the amount of USD
150,000,000 (the "Convertible Bonds") and (iii) the contemplated subsequent
offering (the "Subsequent Offering") of up to 61,000,000 additional shares in
the Company (the "Offer Shares"), including announcements made on 25 November
2013,Â 26 November 2013 and 23 December 2013.
The Financial Supervisory Authority of Norway has approved a prospectus (the
"Prospectus") for (i) listing of the New Shares on Oslo BÃ¸rs, (ii) listing of
the Convertible Bonds on Oslo BÃ¸rs and (iii) offering and listing of the Offer
Shares on Oslo BÃ¸rs.
The New Shares will be transferred to the Company's ordinary ISIN and be
tradable on Oslo BÃ¸rs from and including today, 5 February 2014.
An application for listing of the Convertible Bonds will be submitted to Oslo
The subscription period for the Subsequent Offering commences 10 February 2014
and expires at 16:30 hours (CET) on 24 February 2014. The subscription price per
Offer Share is NOK 2.50, equal to the subscription price in the Private
Non-tradable subscription rights will be allocated to existing shareholders of
the Company holding less than 110,000 shares in the Company as of the end of 22
November 2013, as registered in the Norwegian Central Securities Depository (the
VPS) on 27 November 2013 (the "Record Date"), who were not allocated New Shares
in the Private Placement, and who are not resident in a jurisdiction where such
offering would be unlawful, or would (in jurisdictions other than Norway)
require any prospectus filing, registration or similar action (the "Eligible
Shareholders"). Each Eligible Shareholder will be granted 1.2 non-tradable
subscription rights for each share registered as held by such Eligible
Shareholder as of the Record Date rounded down to the nearest whole subscription
right. Each subscription right will, subject to applicable securities laws, give
the right to subscribe for, and be allocated, one Offer Share. Over-subscription
and subscription without subscription rights will be allowed in the Subsequent
Offering. Subscription rights not used to subscribe for Offer Shares before the
end of the subscription period will lapse without compensation to the holder,
and consequently be of no value.
The Prospectus and subscription form for the Subsequent Offering is available at
www.songaoffshore.com, www.fearnleysecurities.no or www.swedbank.no and in hard
copy by contacting one of the subscription offices mentioned below.
An information letter that includes information about where the Prospectus and
the subscription form will be available, the number of subscription rights
allocated to the Eligible Shareholder and certain other matters will be
distributed to all Eligible Shareholders.
Subscriptions may be made by duly completing and delivering the subscription
form, in accordance with the terms and conditions set out in the Prospectus, to
one of the following subscription offices:
| Fearnley Securities AS | Swedbank Norway, |
| P.O. Box 1158 Sentrum | part of Swedbank AB (publ) Filipstad Brygge 1 |
| N-0107 Oslo | N-0250 Oslo |
| Norway | Norway |
| Fax +47 22 93 63 60 | Fax +47 23 23 80 11 |
| www.fearnleysecurities.no | www.swedbank.no |
Norwegian residents with a Norwegian personal identification number can
subscribe online by accessing one of the web pages above.
Any questions or requests for assistance concerning the Subsequent Offering
should be directed to one of the subscription offices mentioned above.
Fearnley Securities AS and Swedbank Norway are acting as joint lead managers and
joint bookrunners for the Private Placement and the Subsequent Offering.
For further information about the Private Placement, the Convertible Bonds and
the Subsequent Offering, reference is made to the Prospectus.
Limassol, 5 February 2014
For further information, please contact:
Jan Rune Steinsland, CFO (+47 970 52 533)
This press release does not constitute or form part of an offer or solicitation
to purchase or subscribe for securities in the United States. The securities
referred to herein may not be offered or sold in the United States absent
registration or an exemption from registration as provided in the U.S.
Securities Act of 1933, as amended. The Company 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
Australia, Canada, Japan or the United States.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
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GlobeNewswire 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 GlobeNewswire