Vis børsmeldingen
Reference is made to the mandatory offer by Tycoon Industrier AS (“Tycoon” or
the “Offeror”) to acquire all outstanding shares (“Shares”) in Saga Pure ASA
(“Saga Pure” or the “Company”) not already owned by the Offeror at an offer
price of NOK 1.33 per share pursuant to the offer document (the “Offer
Document”) dated 10 April 2025 (the “Offer”). This action was taken in
accordance with the Norwegian Securities Trading Act chapter 6, following an
acquisition on 6 March 2025 by Tycoon of 5,000,000 shares in the Company, which
implied that Tycoon, together with its consolidated party Øystein Stray
Spetalen, exceeded a holding of more than 50% of the shares and voting rights in
Saga Pure. Tycoon was therefore obliged to make the Offer.
The offer period in the Offer (the “Offer Period”) expired at 16:30 (CEST) on 9
May 2025.
At the expiry of the Offer Period, the Offeror had received acceptances of the
Offer amounting to 46,566,106 Shares, which taken together with the 72,965,154
Shares held by the Offeror at commencement of the Offer Period equals
119,531,260 Shares, representing approximately 24.65% of the issued share
capital and voting rights in the Company. The Offeror together with Øystein
Stray Spetalen, which held 172,841,799 Shares at commencement of the Offer
Period, is expected to hold a joint total of 292,373,059 Shares, representing
approximately 60.3% of the issued share capital and voting rights in the
Company, upon completion of the Offer. For information on acceptances received
on 9 May 2025, please see information below.
Please note that the calculation of the number of Shares tendered in the Offer
is preliminary and is subject to change until the VPS accounts of the Saga Pure
shareholders having accepted the Offer, are debited and such Shares having been
transferred to a settlement account of DNB Markets, a part of DNB Bank ASA (the
“Receiving Agent”). Furthermore, the final result of the Offer is subject to
customary verification by the Receiving Agent. The final result of the Offer
will be announced once confirmed by the Receiving Agent.
Settlement of the Offer will be made pursuant to the terms of the Offer Document
and will take place no later than 23 May 2025, being fourteen (14) calendar days
after the date of expiry of the Offer Period. For further information on the
Offer, refer to the Offer Document which, subject to regulatory restrictions in
certain jurisdictions, is available at the website of Tycoon:
https://ferncliff.no.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the receiving agent, DNB Bank ASA, Dronning Eufemias gate 30, 0191
Oslo, Norway.
MANDATORY NOTIFICATIONS OF TRADE
The Offeror is a close associate of the Company’s Board Member Øystein Stray
Spetalen and is therefore required to disclose acceptances received under the
Offer on an ongoing basis.
Please see the attached notification of trading for information on acceptances
received by the Offeror on 9 May 2025.
DISCLOSURE OF LARGE SHAREHOLDINGS
Due to the acceptances received on 9 May 2025, the Offeror’s holding of shares
in Saga Pure will exceed the notifiable 20% threshold upon completion of the
Mandatory Offer. Following completion of the Mandatory Offer and based on
acceptances received as of the date hereof, the Offeror is currently anticipated
to hold a total of 119,531,260 shares in the Company, corresponding to
approximately 24.65 % of the outstanding shares and votes in Saga Pure.
The Offeror and its consolidated party Øystein Stray Spetalen is currently
anticipated to hold a total of 292,373,059 shares in the Company, corresponding
to approximately 60.3% of the outstanding shares and votes in Saga Pure,
following completion of the Offer and based on acceptances received as of the
date hereof. The consolidated holding has not surpassed a notifiable threshold.
ADVISORS
DNB Markets, a part of DNB Bank ASA, is acting as receiving agent for the Offer.
Advokatfirmaet CLP DA is acting as Norwegian legal counsel for the Offeror.
For technical questions regarding the registration through the distributed
Acceptance Form, the shareholder can contact the receiving agent at +47 915
04800, or at retail@dnb.no
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
IMPORTANT NOTICE
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms are not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia and Japan. The
Offeror does not assume any responsibility in the event there is a violation by
any person of such restrictions. Persons in the United States should review
“Notice to U.S. Holders” below. 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 announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to and does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway and Cyprus.
Shareholders of Saga Pure must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.
NOTICE TO U.S. HOLDERS
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “U.S. Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made to holders of Shares resident in the United States (“U.S.
Holders”) on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company’s other
Shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the Receiving Agent may also engage in
ordinary course trading activities in securities of the Company, which may
include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
Kilde
