SAGA Saga Pure

SAGA TANKERS - CONTEMPLATED EQUITY OFFERING OF UP TO NOK 70 MILLION

SAGA TANKERS - CONTEMPLATED EQUITY OFFERING OF UP TO NOK 70 MILLION

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, 20 October 2020

Saga Tankers ASA ("SAGA" or the "Company") (OSE: "SAGA") is contemplating an equity offering to raise up to NOK 70 million through issuance of new shares (the "Offer Shares"), each share at a fixed subscription price of NOK 1.30 (the "Subscription Price") (the "Equity Offering"). Fearnley Securities AS has been retained as Lead Manager and Bookrunner (the "Manager") for the Equity Offering.

The Equity Offering will comprise up to 54 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 15 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 20 October 2020, at 17:45 CEST and ends at 08:00 CEST on 21 October 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 21 October 2020. Settlement of the Equity Offering is expected on or about 23 October 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.

IMPORTANT NOTICE

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

EN
20/10/2020

Underlying

To request access to management, click here to engage with our
partner Phoenix-IR's CorporateAccessNetwork.com

Reports on Saga Pure

 PRESS RELEASE

Saga Pure ASA: Notice to the Extraordinary General Meeting in Saga Pur...

Saga Pure ASA: Notice to the Extraordinary General Meeting in Saga Pure ASA The Extraordinary General Meeting in Saga Pure ASA will take place on 19 February 2021 at 10.00hrs (CET) at the premises of the Company at Sjolyst Plass 2, 7th floor in Oslo, Norway. Shareholders are requested to avail themselves of the possibilities of voting by proxy, as described in the notice of the meeting, and as far as possible to refrain from attending in person. Shareholders may submit their votes electronically in advance. Please see the instructions in the enclosed Notice. The Notice and the corresp...

 PRESS RELEASE

Saga Pure Asa: Result of the Subsequent Offerings

Saga Pure Asa: Result of the Subsequent Offerings Oslo, 28 January 2021 Reference is made to the stock exchange notice from Saga Pure ASA ("Saga Pure" or the "Company") published on 12 January 2021 regarding commencement of the subscription period in the following subsequent offerings: A subsequent offering with gross proceeds of up to NOK 8.4 million (the "Subsequent Offering I"), consisting of an offer of minimum 1 and maximum 4,000,000 new shares (each an "Offer Share I") in the Company to eligible shareholders, each Offer Share I at a subscription price of NOK 2.10;A subsequent of...

 PRESS RELEASE

Saga Pure ASA: Invests NOK 30 million in the chemical recycling compan...

Saga Pure ASA: Invests NOK 30 million in the chemical recycling company Pryme (Oslo, 25 January 2021) Saga Pure ASA (Saga, OSE: SAGA) has as a cornerstone investor, committed to subscribe and be allocated shares for NOK 30 million in a private placement of new shares (the “Private Placement”) in CRC Holding B.V (“Pryme”). Following the Private Placement Saga will own approximately 4% of the company. “Over the last few years the world has come to truly understand the negative impacts plastic waste has on the ecosystems, and there is a strong need for innovative solutions to tackle the iss...

 PRESS RELEASE

Saga Pure ASA: Change of Subscription Ratio in Subsequent Offerings

Saga Pure ASA: Change of Subscription Ratio in Subsequent Offerings Reference is made to the stock exchange notice from Saga Pure ASA (the "Company") dated 12 January 2021 with further information regarding the three subsequent offerings currently being carried out (the "Subsequent Offerings"). The subscription period in the Subsequent Offerings commenced on 13 January 2021. Following a recalculation of the number of subscription rights granted in the Subsequent Offerings, to ensure equal treatment of all shareholders that are eligible to participate in one or more of the Subsequent Offeri...

 PRESS RELEASE

Saga Pure Asa: Further Information on Subsequent Offerings – Subscript...

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 35,00...

ResearchPool Subscriptions

Get the most out of your insights

Get in touch