SAGA - Contemplated secondary placing of SDSD shares
Oslo, 19 October 2020. Saga Tankers ASA ("Saga Tankers" or the "Company") has engaged Fearnley Securities, ("Fearnleys" or the "Manager") for a contemplated sale of up to 105,846,245 existing shares in S.D. Standard Drilling Plc ("SDSD"), representing around 18.4 percent of the issued share capital and voting rights in SDSD (the "Transaction").
The Transaction will be structured as an accelerated book-building process towards the 30 largest shareholders of Saga Tankers, representing 92.3% of the shareholders in Saga Tankers. The book-building process will commence following the publication of this announcement and may be closed at short notice at the sole discretion of the Company and the Manager. An announcement will be made following completion of the book-building to announce, inter alia, the number of shares sold and the minimum price per share. The minimum order and allocation has been set to the NOK equivalent of EUR 100,000. The Company may, however, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Company reserves the right, at its sole discretion, to reduce the number of offer shares or to sell no shares at all.
Saga Tankers is represented on the Board of Directors in SDSD and currently holds 105,846,245 shares in SDSD, representing 18.4% of the share capital. If all shares are sold, Saga Tankers will no longer hold any shares in SDSD.
Important Notice
The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Manager nor any of its affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This press release is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of SDSD in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of SDSD described in this press release have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no public offering of securities in the United States.
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
