Saga Pure Asa: Further Information on Subsequent Offerings – Subscription Period Commences 13 January 2021

Saga Pure Asa: Further Information on Subsequent Offerings – Subscription Period Commences 13 January 2021




Saga Pure Asa: Further Information on Subsequent Offerings – Subscription Period Commences 13 January 2021

NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER 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.