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 by Songa Offshore SE (the " Company ") regarding the subsequent offering (the " Subsequent Offering ") and listing of up to 1,418,100,000 shares (the " Offer Shares ") and the refinancing announced on 15 March 2016 (the " Refinancing ").
As announced as part of the Refinancing and approved by the Company's extraordinary general meeting on 13 April 2016, the Company has sought to carry out a reduction in the nominal value of the Company's ordinary shares from EUR 0.11 to EUR 0.001, by way of a reduction of share capital without distribution.
The nominal value and capital reduction have now been completed. As a consequence, the Offer Shares to be delivered in the Subsequent Offering will be ordinary shares listed on Oslo Børs. The same applies to shares issued as a result of any future exercise of warrants or convertible bonds.
Shares delivered to unsecured lenders as part of the debt conversion under the Refinancing will as described in the Refinancing terms remain as unlisted Class A-Shares until the Company has published its Q3 2016 report.
The subscription period for the Subsequent Offering commenced on 30 May 2016 and expires at 16:30 hours, Oslo time, on 13 June 2016 (the "Subscription Period"). The Prospectus together with the Subscription Form is available 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. The Subsequent Offering is managed by ABG Sundal Collier ASA and Swedbank.
6 June 2016
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The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and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.
Forward-looking statements: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.