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JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 12 January 2021
Reference is made to the stock exchange notices by Saga Pure ASA (the
“Company”); on 14 December 2020 regarding a completed private placement of
35,000,000 new shares (“Private Placement I”), (ii) on 21 December 2020
regarding a completed private placement of 30,000,000 new shares (“Private
Placement II”), and (iii) on 29 December 2020 regarding a private placement of
30,000,000 new shares (“Private Placement III” and together with Private
Placement I and Private Placement II, the “Private Placements”). Further,
reference is also made to the stock exchange notice dated 10 January 2021
regarding resolutions by the Company’s Board of Directors to carry out
subsequent offerings following the Private Placements and to the stock exchange
notice dated 12 January 2021 regarding publication of the Company’s prospectus
dated 11 January 2021 (the “Prospectus”).
The Company will carry out three separate subsequent offerings, however with
simultaneous subscription periods. The subscription period for the subsequent
offerings will commence tomorrow, 13 January 2021, at 09:00 CET and expire on
27 January 2021, at 16:30 CET. Further information about each subsequent
offering is given below.
The first Subsequent Offering (“Subsequent Offering I”) will consist of an offer
to subscribe up to 4 million new shares in the Company (the “Offer Shares I”) to
the Company’s shareholders as of 14 December 2020 (and being registered as such
in the Norwegian Central Securities Depository (VPS) on 16 December 2020 (the
“Record Date I”)) who; (i) were not invited to subscribe for new shares in the
Private Placement I, 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 “Eligible
Shareholders I”). The subscription price per Offer Share I is NOK 2.10, i.e. the
same subscription price as in the Private Placement I.
Each Eligible Shareholder I will be granted non-transferable subscription rights
(the “Subscription Rights I”) to subscribe for the Offer Shares I. Each Eligible
Shareholder I will be granted 0.05 Subscription Rights I per share in the
Company registered as held as of the Record Date I. Consequently, each Eligible
Shareholder I will receive 1 Subscription Right I per 20 shares registered as
held on the Record Date I, and Eligible Shareholders I holding less than 20
shares on the Record Date I will not receive Subscription Rights I.
The second Subsequent Offering (“Subsequent Offering II”) will consist of an
offer to subscribe up to 4.9 million new shares in the Company (the “Offer
Shares II”) to the Company’s shareholders as of 21 December 2020 (and being
registered as such in the Norwegian Central Securities Depository (VPS) on 23
December 2020 (the “Record Date II”)) who; (i) were not invited to subscribe for
new shares in the Private Placement II, 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 “Eligible Shareholders II”). The subscription price per Offer Share II is
NOK 2.90, i.e. the same subscription price as in the Private Placement II.
Each Eligible Shareholder II will be granted non-transferable subscription
rights (the “Subscription Rights II”) to subscribe for the Offer Shares II. Each
Eligible Shareholder II will be granted 0.049 Subscription Rights II per share
in the Company registered as held as of the Record Date II. Consequently, each
Eligible Shareholder II will receive 1 Subscription Right II per approximately
20.4 shares registered as held on the Record Date II, and Eligible Shareholders
II holding less than 21 shares on the Record Date II will not receive
Subscription Rights II.
The third Subsequent Offering (the “Subsequent Offering III”, and together with
the Subsequent Offering I and Subsequent Offering II, the “Subsequent
Offerings”) will consist of an offer to subscribe up to 4.8 million offer shares
(the “Offer Shares III”, and together with the Offer Shares I and the Offer
Shares II, the “Offer Shares”) to the Company’s shareholders as of 29 December
2020 (and being registered as such in the Norwegian Central Securities
Depository (VPS) on 4 January 2021 (the “Record Date III”)) who; (i) were not
invited to subscribe for new shares in the Private Placement III, 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 “Eligible Shareholders III”). The subscription price per
Offer Share III is NOK 4.10, i.e. the same subscription price as in the Private
Placement III.
Each Eligible Shareholder III will be granted non-transferable subscription
rights (the “Subscription Rights III”, and together with the Subscription Rights
I and Subscription Rights II, the “Subscription Rights”) to subscribe for the
Offer Shares III. Each Eligible Shareholder III will be granted 0.037
Subscription Rights III per share in the Company registered as held as of the
Record Date III. Consequently, each Eligible Shareholder III will receive 1
Subscription Right III per approximately 27.03 shares registered as held on the
Record Date III, and Eligible Shareholders III holding less than 28 shares on
the Record Date III will not receive Subscription Rights III.
Each whole Subscription Right granted in any of the Subsequent Offerings
provides a preferential right to subscribe for, and be allocated, one Offer
Share at the respective subscription price, subject to applicable securities
laws. Oversubscription will be permitted. Subscription without Subscription
Rights will not be permitted, i.e. shareholders/ investors who did not hold any
shares in the Company on either of the Record Date I, Record Date II or Record
Date III will not receive any Subscription Rights.
The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the subscription period on 27 January 2021 at 16:30 hours (CET).
Subscription Rights that are not used to subscribe for Offer Shares before
16:30 hours (CET) on 27 January 2021 will have no value and will lapse without
compensation to the holder.
Notifications of allocation in the Subsequent Offerings are expected to be
issued on or about 28 January 2021. The due date for payment of allocated Offer
Shares in the Subsequent Offerings is on or about 2 February 2021. Delivery of
the Offer Shares is expected to take place on or about 5 February 2021, through
the facilities of VPS. Trading in the Offer Shares on Euronext Expand is
expected to commence on or about 5 February 2021.
Further information about the Subsequent Offerings and the subscription
procedures is included in the Prospectus. The Prospectus, including subscription
forms, is available at https://transaksjoner.fearnleysecurities.com/.
Shareholders who wish to subscribe for Offer Shares are strongly encouraged to
do so through the VPS online subscription system, and relevant links for this
for each Subsequent Offering will be available at
https://transaksjoner.fearnleysecurities.com/ at the start of the subscription
period.
Shareholders who are not able to subscribe for shares through the VPS online
subscription system, must subscribe for Offer Shares by completing and
submitting subscription forms in accordance with instructions in the Prospectus.
Eligible Shareholders will also receive a shareholder letter with further
information on the use of Subscription Rights and procedures for subscription of
Offer Shares
Shareholders who have questions about the Subsequent Offerings, the Subscription
Rights and the Offer Shares may contact Fearnley Securities AS or DNB
Verdipapirservice AS on the following telephone numbers:
Fearnley Securities: +47 22 93 60 00
DNB Verdipapirservice: +47 23 26 80 20
Fearnley Securities AS acts as manager for the Subsequent Offerings.
Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in
connection with the Subsequent Offerings.
For other questions, please contact:
Bjørn Simonsen, CEO, +47 97 17 98 21
Espen Lundaas, CFO, +47 92 43 14 17
This information is subject to the disclosure requirements pursuant to Section
5-12 the Norwegian Securities Trading Act.
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