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 the stock exchange announcements made by Songa Offshore SE (the "Company") regarding the refinancing announced on 15 March 2016 (the "Refinancing").
The Financial Supervisory Authority of Norway has approved a prospectus prepared by Company covering the following:
Listing of up to 8,466,839,157 shares issued in the Refinancing, the offering and listing of up to 1,418,100,000 shares (the "Offer Shares") to be issued in connection with the subsequent offering (the "Subsequent Offering") and listing of new convertible bonds.
The Subsequent Offering comprises an offering of up to 1,418,100,000 Offer Shares at a subscription price of NOK 0.15. The Company's shareholders as of 13 April 2016, as documented by the shareholder register in the Norwegian Central Securities Depository (the "VPS") as of 15 April 2016 (T+2) (the "Record Date"), 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, will receive non-transferable subscription rights (the "Subscription Rights") based on their shareholding as of that date ("Eligible Shareholders"). Over-subscription and subscription without subscription rights will be allowed.
Each Eligible Shareholder will be granted 1.6227 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 (1) Offer Share. The subscription period for the Subsequent Offering commences on 30 May 2016 and expires at 16:30 hours, Oslo time, on 13 June 2016 (the "Subscription Period"). Please note that subscription rights that are not used to subscribe for Offer Shares before the end of the Subscription Period will lapse without compensation and consequently be of no value.
The Subsequent Offering is managed by ABG Sundal Collier ASA and Swedbank.
The Prospectus together with the Subscription Form will be available from 30 May 2016 at www.songaoffshore.com, www.abgsc.no and www.swedbank.no, and will also be available free of charge at the business offices of the Company, ABG Sundal Collier ASA and Swedbank.
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:
ABG Sundal Collier
Tel: +47 22 01 60 00
Fax: +47 22 01 60 62
Tel: +47 23 11 62 00
Fax: +47 23 11 62 01
Norwegian investors with a VPS account can in addition subscribe for Offer Shares online at www.abgsc.no or www.swedbank.no.
27 May 2016
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be registered under the United States Act of 1933, as amended (the "Securities Act"). The Securities may not be offered or sold in United States except pursuant to an exemption from the registration requirements of the Securities Act. 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 United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute violation of the securities laws of any such jurisdiction. The Managers are acting for the Company and no one else in connection with the Subsequent Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.