Saga Tankers Asa: Private Placement of Nok 18 Million Completed – Conditional Grant of Share Options – Primary Insider Disclosure
Reference is made to the stock exchange notice from Saga Tankers ASA (the "Company") earlier today, 19 October 2020, regarding a change of strategy for the Company and appointment of a new CEO.
The Company's Board of Directors has now resolved to complete a private placement (the "Private Placement") of 20,000,000 new shares in the Company (the "New Shares"). The New Shares have been issued at a price per New Share of NOK 0.90, and with each New Share holding a par value of NOK 0.01.
The Private Placement was directed towards the Company's new CEO, Bjørn Simonsen, who will subscribe for 16,666,667 of the New Shares, for gross proceeds of NOK 15 million, and the remaining 3,333,333 New Shares, for gross proceeds of NOK 3 million, was subscribed for by a potential employee who is expected to join the Company during Q1 2021. If the potential employee does not enter into an employment agreement with the Company, the Company has secured a right to buy back the New Shares subscribed by him at a price equal to the subscription price in the Private Placement.
Bjørn Simonsen and the potential employee have also entered into lock-up undertakings, implying restrictions on their ability to transfer or dispose over the New Shares, in a period of 12 months from the date hereof.
The gross proceeds from the Private Placement will be used for general corporate purposes of the Company in line with the Company's new strategy.
Bjørn Simonsen and the potential employee have also been granted share options in the Company, subject to approval by the Company's extraordinary general meeting to be held on or about 10 November 2020.
Bjørn Simonsen have been granted a total of 15 million share options, as set out below:
- 5 million share options with a strike price of NOK 1.5 each, which shall vest and become exercisable 18 months after the date of this notice;
- 5 million share options with a strike price of NOK 2 each, which shall vest and become exercisable 24 months after the date of this notice; and
- 5 million share options with a strike price of NOK 2.5 each, which shall vest and become exercisable 36 months after the date of this notice
The potential employee have been granted a total of 3 million share options, divided into three equal parts and with strike prices and vesting periods as for the share options granted to Bjørn Simonsen, as described above.
All of the share options must be exercised at the latest within the date falling two years after the vesting date of the options. Exercise of any options will be subject to the holder being employed by the Company at the time of exercise.
To complete the Private Placement, the Board of Directors has resolved to increase the Company's share capital with NOK 200,000, implying that the Company's share capital will increase from NOK 2,661,498.31 to NOK 2,861,498.31. Following registration of the new share capital pertaining to the Private Placement, the Company will have 286,149,831 shares outstanding, each with a par value of NOK 0.01.
The Company's Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the facts that the Private Placement was directed towards a new employee and a person expected to join the Company shortly, and that the Private Placement will create incentives for value creation on behalf of the Company and its shareholders and risk alignment between the Company, its shareholders and the new employees. It is also noted that none of the subscribers own shares in the Company prior to the Private Placement. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.
Following subscription of the New Shares and approval of the grant of share options, Bjørn Simonsen, CEO and primary insider of the Company, will have the following holdings in the Company:
- 16,666,667 shares in the Company (through wholly owned company Simonsen Invest AS) and 15,000,000 share options, each holding the right to receive one share in the Company.
For further information, please contact:
CEO Espen Lundaas
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act
