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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 27 August 2025
Saga Pure ASA (“Saga Pure” or the “Company”) has engaged Arctic Securities AS
(the “Manager”) to advise on and effect a contemplated private placement in the
Company of 90 million new shares in the Company (the “New Shares”) directed
certain existing shareholders of the Company, raising gross proceeds of
NOK 121.5 million (the “Private Placement”). The subscription price per New
Share (the “Offer Price”) is NOK 1.35 per New Share.
The existing shareholder Tycoon Industrier AS (the “Underwriter”) has, subject
to customary conditions, accepted to be allocated New Shares that are not
applied for during the Application Period (as defined below) for up to
NOK 121.5 million pursuant to the underwriting agreement entered into with the
Company (the “UWA”). In the case of applications from other existing
shareholders, during the application period in the Private Placement, the
Underwriter may be scaled back to its, including its affiliates’, pro-rata share
to accommodate for such interest.
The net proceeds from the Private Placement will be used to (i) pursue the
Company’s strategy (ii) to strengthen the Company’s financial flexibility and
(iii) for general corporate purposes.
The application period for the Private Placement will commence today, on 27
August 2025 at 16:30 hours (CEST) and is expected to close no later than 28
August 2025 at 08:00 hours (CEST) (the “Application Period”). The Company, in
consultation with the Manager, reserves the right to at any time and in its sole
discretion resolve to close or extend the Application Period or to cancel the
Private Placement in its entirety without further notice. If the Application
Period is shortened or extended, any other dates referred to herein may be
amended accordingly.
The final number of New Shares will be determined at the end of the Application
Period, and the final allocation will be made at the sole discretion of the
Company’s board of directors (the “Board” after consulting with the Manager.
Only existing shareholders of the Company or such shareholders’ close associates
may receive allocation in the Private Placement. Further, allocation will be
based on criteria such as (but not limited to), existing direct or indirect
ownership in the Company, timelines of the application, relative order size,
sector knowledge, investment history, perceived investor quality and investment
horizon. There is no guarantee that any potential investor will be allocated New
Shares in the Private Placement.
Settlement of the New Shares will be facilitated on a delivery versus payment
(DVP) basis facilitated by a share lending agreement entered into between the
Company, the Manager and Tycoon Industrier AS (the “Share Lending Agreement”).
Completion of the Private Placement is subject to (i) all necessary corporate
resolutions of the Company required to implement the Private Placement being
validly made, including the Board resolving to allocate and issue of the New
Shares by use of a board authorisation granted by the general meeting of the
Company held on 28 May 2024 (the “Authorisation”), (ii) the share capital
increase pertaining to the issuance of the allocated New Shares being validly
registered with the Norwegian Register of Business Enterprises and the allocated
New Shares being validly issued and registered in VPS, (iii) the UWA remaining
in full force and effect, and the (iv) Share Lending Agreement remaining in full
force and effect. Neither the Company nor the Manager will be liable for any
losses incurred by applicants if the Private Placement is cancelled,
irrespective of the reason for such cancellation.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application and allocation amount has been set to the
NOK equivalent of EUR 100,000. The Company may however, at its sole discretion,
allocate amounts below EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the
equal treatment obligations under the Norwegian Securities Trading Act and Oslo
Børs’ Circular no. 2/2014 and deems that the proposed Private Placement would be
in compliance with these requirements. The Board holds the view that it will be
in the common interest of the Company and its shareholders to raise equity
through a private placement, in view of the current market conditions and the
growth opportunities currently available to the Company. A private placement
enables the Company to raise capital in an efficient manner, and the Private
Placement is structured to ensure that a market-based subscription price is
achieved. In order to limit the dilutive effect of the Private Placement and to
facilitate equal treatment, the Board will consider carrying out a subsequent
offering directed towards shareholders who were not offered participation in the
Private Placement (see details below).
The Subsequent Offering
The Company may, subject to completion of the Private Placement, and certain
other conditions (including among others (i) approval by the Board, (ii) the
prevailing market price of the Company’s shares being higher than the
Subscription Price and (iii) approval and publication of a prospectus (if
relevant)), propose to carry out a subsequent offering of New Shares at a
subscription price equal to the Subscription Price in the Private Placement (the
“Subsequent Offering”) which, subject to applicable securities law, will be
directed towards existing shareholders in the Company as of 27 August 2025 (as
registered in VPS two trading days thereafter), who, (i) were not offered
participation in the Private Placement, and (ii) 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 Company reserves the right in its sole discretion to not conduct or
to cancel the Subsequent Offering.
Advisors
Arctic Securities AS are acting as manager and sole bookrunner in connection
with the Private Placement. Ro Sommernes Advokatfirma DA is acting as the
Company’s legal advisor.
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
About Saga Pure | www.sagapure.com
Important information:
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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 or its
securities 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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
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.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements, inter alia in relation to
the Private Placement and the New Shares, in this release are based upon various
assumptions, many of which are based, in turn, upon further assumptions.
Although the Company believes that these assumptions were reasonable when made,
these assumptions are inherently subject to significant known and unknown risks,
uncertainties, contingencies and other important factors which are difficult or
impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, changes in the general economic, political
and market conditions in the markets in which the Company operate, the Company’s
ability to attract, retain and motivate qualified personnel, changes in the
Company’s ability to engage in commercially acceptable acquisitions and
strategic investments, and changes in laws and regulation and the potential
impact of legal proceedings and actions. Such risks, uncertainties,
contingencies and other important factors could cause actual events to differ
materially from the expectations expressed or implied in this release by such
forward-looking statements. The Company does not provide any guarantees that the
assumptions underlying the forward-looking statements in this announcement are
free from errors nor does it accept any responsibility for the future accuracy
of the opinions expressed in this announcement or any obligation to update or
revise the statements in this announcement to reflect subsequent events. You
should not place undue reliance on the forward-looking statements in this
document.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Manager nor any of its affiliates make 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 in the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.
Kilde
