NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Oslo, 30 November 2020
Saga Pure ASA ("SAGA" or the "Company") (OSE: "SAGA") is contemplating an equity offering to raise up to NOK 54 million through issuance of new shares (the "Offer Shares"), each share at a fixed subscription price of NOK 1.60 (the "Subscription Price") (the "Equity Offering"). The proceeds will increase the Company’s investment capacity in the green investment universe. Fearnley Securities AS has been retained as Lead Manager and Bookrunner (the "Manager") for the Equity Offering.
The Equity Offering will comprise up to 34 million Offer Shares which will be issued under the Board of Directors' existing authorization to increase the share capital. The Company' largest shareholder Øystein Stray Spetalen (through controlled company Tycoon Industrier AS) has pre-committed to subscribe for Offer Shares in the amount of approximately NOK 10 million, and will be given full allocation for this amount. The net proceeds from the Equity Offering will be used to strengthen the Company's working capital and for general corporate purposes. The application period opens today, on 30 November 2020, at 18:30 CEST and ends at 08:00 CEST on 1 December 2020. The Company may, in its own discretion, extend or shorten the application period at any time and for any reason. The minimum application and allocation amount in the Equity Offering has been set at the NOK quivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available. Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, with preference for existing shareholders. Notification of the allocation is expected to be sent by the Manager on or about 1 December 2020. Settlement of the Equity Offering is expected on or about 3 December 2020 on the basis of existing and already listed shares under a borrowing arrangement with Øystein Stray Spetalen.
The Equity Offering will be carried out as a private placement and the Board is of the opinion that this is in the best interest of the Company and its shareholders. The Board has taken into consideration, among other things, the fact that the Equity Offering will provide necessary liquidity and raise capital more quickly and, at an attractive price, compared to a rights issue. The Board will also consider implementing a subsequent repair issue towards eligible shareholders to limit the dilutive effects of the Equity Offering.
The Equity Offering is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States to non-US persons in reliance on Regulation S under the US Securities Act of 1933 (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities Act in transactions that are exempt for registration under the US Securities Act.
The completion of the Equity Offering by delivery of Offer Shares is subject to; (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company's board of directors resolving to approve the Private Placement and issue the Offer Shares pursuant to its existing authorization to increase the share capital. Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in connection with the Private Placement.
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.
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.
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 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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "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.
Neither the Manager nor any of its respective affiliates makes 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 of the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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 information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act. This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
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