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(Oslo, Norway, 18 June 2026)
Reference is made to the stock exchange notice published by Saga Pure ASA (SAGA)
(the “Company”) on 8 June 2026 regarding a reverse offer to purchase up to
67,487,842 shares in the Company for a price of up to NOK 1.60 per share (the
“Initial Offer”), and to the stock exchange announcement made on 15 June 2026
regarding the result of the Initial Offer.
UPDATED FINAL RESULT OF INITIAL OFFER
On 15 June 2026, the Company announced that it had resolved to purchase a total
of 21,567,715 shares in the Company at a price of NOK 1.60 per share, for an
aggregate consideration of NOK 34,508,344. The final number of shares purchased
under the Initial Offer has been reduced to 21,202,715 shares, for an aggregate
consideration of NOK 33,924,344.
SUBSEQUENT OFFER TO BUY BACK OWN SHARES
Following close of the bookbuilding period for the Initial Offer, the Company
has received indications of interest from shareholders in the Company who also
wish to sell their shares to the Company on the terms and conditions set out in
the Initial Offer. Against this background, and in order to reduce the Company’s
capital and consequently optimize the Company’s capital structure, the Company
hereby launches a subsequent offer to buy back up to 46,285,127 existing shares
in the Company (the “Subsequent Offer”), corresponding to the remaining number
of shares that the Company may acquire under the authorization to acquire own
shares granted to the Company’s board of directors (the “Board”) by the
Company’s annual general meeting on 26 May 2026, at a price of NOK 1.60 per
share (the “Offer Price”).
The acceptance period for the Subsequent Offer commences today, on 18 June 2026,
and expires on 1 July 2026 at 16:30 hours (CEST) (the “Acceptance Period”).
The Subsequent Offer will be made through the facilities of the Norwegian
Central Securities Depository (Euronext Securities Oslo, “VPS”). Shareholders
wishing to accept the Subsequent Offer by selling all or part of their holding
of shares in the Company at the Offer Price may submit their acceptances (the
“Acceptance”) by submitting the electronic acceptance form (the “Acceptance
Form”) available on the Manager’s (as defined below) website prior to expiry of
the Acceptance Period: https://www.arctic.com/offerings
The Acceptance is irrevocable and cannot be amended or withdrawn, in whole or in
part, once the Acceptance Form has been submitted.
Notification of allocation is expected to be made on or about 2 July 2026, and
payment for acquired shares is expected to take place on or about 7 July 2026.
In the event the Company receives acceptances exceeding the maximum size of the
Subsequent Offer (up to 46,285,127 shares), allocation will to the extent
possible be made on a pro rata basis relative to the volume accepted for sale by
each selling shareholder, with the objective of treating all shareholders
equally based on their submitted Acceptances. Each selling shareholder will be
bound to sell the number of shares allocated to it, even if the allocated number
of shares is lower than the number of shares such shareholder has accepted for
sale under the Subsequent Offer.
The Company reserves the right, at its sole discretion, to amend, terminate or
withdraw the Subsequent Offer at any time prior to its completion. Completion of
the Subsequent Offer is subject to approval by the Board.
The Company has not prepared, and will not prepare, any offer document in
connection with the Subsequent Offer.
The Company has a total of 674,878,423 shares issued. Prior to the Subsequent
Offer, the Company holds 21,202,715 own shares, corresponding to approx. 3.14%
of the Company’s share capital.
Arctic Securities AS (the “Manager”) acts as sole bookrunner in connection with
the Subsequent Offer. Shareholders wishing to sell shares in the Subsequent
Offer may also contact the Manager at +47 971 83 609 to submit irrevocable
Acceptances.
For further information, please contact:
Henrik A. Christensen, Chairperson
+47 909 67 683
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation. This stock exchange notice was published by Eldar
Paulsrud, on the date and time as set out in the release. This information is
subject to the disclosure requirements under the EU Market Abuse Regulation art.
17 and Section 5-12 of the Norwegian Securities Trading Act.
Important note
The Subsequent Offer contemplated herein and the distribution of this
announcement and other information in connection with the Subsequent Offer may
be restricted by law in certain jurisdictions, and the Subsequent Offer is not
made in any jurisdiction in which this would be unlawful, require registration
or other measures. The Company accepts no responsibility for any violation by
any person of such restrictions. 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 not an offer document
and, as such, does not constitute an offer or the solicitation of an offer to
subscribe to, acquire or sell shares in the Company.
This announcement contains forward-looking statements. All statements, other
than statements of historical fact, included herein, including without
limitation, statements regarding the Subsequent Offer, are forward-looking
statements that involve risks and uncertainties. There can be no assurances that
such statements will prove to be accurate, and actual results could differ
materially from those anticipated in such statements.
Kilde
