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BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR
SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Oslo, 30 November 2020
Saga Pure ASA (“SAGA” or the “Company”) (OSE: “SAGA”) is contemplating an equity
offering to raise up to NOK 54 million through issuance of new shares (the
“Offer Shares”), each share at a fixed subscription price of NOK 1.60 (the
“Subscription Price”) (the “Equity Offering”). The proceeds will increase the
Company’s investment capacity in the green investment universe. Fearnley
Securities AS has been retained as Lead Manager and Bookrunner (the “Manager”)
for the Equity Offering.
The Equity Offering will comprise up to 34 million Offer Shares which will be
issued under the Board of Directors’ existing authorization to increase the
share capital. The Company’ largest shareholder Øystein Stray Spetalen (through
controlled company Tycoon Industrier AS) has pre-committed to subscribe for
Offer Shares in the amount of approximately NOK 10 million, and will be given
full allocation for this amount. The net proceeds from the Equity Offering will
be used to strengthen the Company’s working capital and for general corporate
purposes. The application period opens today, on 30 November 2020, at 18:30 CEST
and ends at 08:00 CEST on 1 December 2020. The Company may, in its own
discretion, extend or shorten the application period at any time and for any
reason. The minimum application and allocation amount in the Equity Offering has
been set at the NOK quivalent of EUR 100,000. The Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from relevant prospectus and registration requirements are available.
Allocation of the Offer Shares will be determined at the end of the application
period, and final allocation will be made by the Board at its sole discretion,
with preference for existing shareholders. Notification of the allocation is
expected to be sent by the Manager on or about 1 December 2020. Settlement of
the Equity Offering is expected on or about 3 December 2020 on the basis of
existing and already listed shares under a borrowing arrangement with Øystein
Stray Spetalen.
The Equity Offering will be carried out as a private placement and the Board is
of the opinion that this is in the best interest of the Company and its
shareholders. The Board has taken into consideration, among other things, the
fact that the Equity Offering will provide necessary liquidity and raise capital
more quickly and, at an attractive price, compared to a rights issue. The Board
will also consider implementing a subsequent repair issue towards eligible
shareholders to limit the dilutive effects of the Equity Offering.
The Equity Offering is directed towards investors subject to applicable
exemptions from relevant prospectus requirements, (i) outside the United States
to non-US persons in reliance on Regulation S under the US Securities Act of
1933 (the “US Securities Act”) and (ii) in the United States to “qualified
institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities
Act in transactions that are exempt for registration under the US Securities
Act.
The completion of the Equity Offering by delivery of Offer Shares is subject to;
(i) all necessary corporate resolutions being validly made by the Company,
including without limitation, the Company’s board of directors resolving to
approve the Private Placement and issue the Offer Shares pursuant to its
existing authorization to increase the share capital. Advokatfirmaet CLP DA acts
as Norwegian legal counsel to the Company in connection with the Private
Placement.
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company.
Copies of this announcement are not being made and may not be distributed or
sent into any jurisdiction in which such distribution would be unlawful or would
require registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation 2017/1129 as amended (together with any applicable
implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (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 for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Neither the Manager nor any of its respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its respective affiliates accepts any liability arising from the use
of this announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This information is subject to the disclosure requirements pursuant to section
5 -12 of the Norwegian Securities Trading Act. This information is subject to
the disclosure requirements pursuant to Section 5-12 the Norwegian Securities
Trading Act.
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act
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