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Saga Pure Capital/Financing Update 2020

Dec 29, 2020

3730_rns_2020-12-29_df4e8893-bf9e-4cec-8fdb-7637f6defd45.html

Capital/Financing Update

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Saga Pure ASA - Private placement successfully completed

Saga Pure ASA - Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER

JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Oslo, 29 December 2020.

Reference is made to the stock exchange release from Saga Pure ASA ("SAGA " or

the "Company") published on 29 December 2020 regarding a contemplated private

placement (the "Private Placement"). The Company is pleased to announce that it

has raised NOK 123 million in gross proceeds through the Private Placement of

30,000,000 new shares (the "Offer Shares"), at a price per share of NOK 4.10

(the "Subscription Price"). Fearnley Securities AS acted as Sole Manager and

Bookrunner (the "Manager") for the Private Placement.

The Private Placement was well oversubscribed. The net proceeds from the Private

Placement will be used to strengthen the Company's working capital and

investment capacity in the green investment universe and for general corporate

purposes.

Notifications of allotment of the Offer Shares including settlement instructions

will be sent to the applicants through a notification from the Manager on or

about 30 December 2020. Settlement for the Private Placement is expected to be

on or about 5 January 2021 (DVP, T+2). The delivery of New Shares will be

settled with existing and unencumbered shares in the Company that are already

listed on the Euronext Expand, pursuant to a share lending agreement between the

Manager and the Company's largest shareholder, Øystein Stray Spetalen.

Accordingly, the shares delivered to the investors will be tradable upon

delivery.

In order to settle the share loan, the Company's Board of Directors has resolved

to issue 30,000,000 new shares in the Company pursuant to an authorization

granted by the Company's annual general meeting. Consequently, the share capital

of the Company will be increased with NOK 300,000. Following registration of the

Private Placement, the Company will have 469,149,831 shares outstanding, each

with a par value of NOK 0.01.

The Company has resolved to carry out a subsequent offering of up to 4.8 million

new shares in the Company (the "Subsequent Offering") to limit the dilutive

effect of the Private Placement. In the Subsequent Offering, the shareholders in

the Company as of 29 December 2020, as registered in the VPS on 4 January 2021,

who were not invited to subscribe for Offer Shares in the Private Placement and

who are not resident in a jurisdiction where such offering would be unlawful, or

would require any prospectus filing, registration or similar action, will

receive subscription rights that may be used to subscribe for new shares in the

Subsequent Offering. The subscription rights will not be listed and subscription

without subscription rights will not be allowed in the Subsequent Offering.

Oversubscription will be allowed. The subscription price in the Subsequent

Offering will be the same as in the Private Placement, i.e. NOK 4.10 per share.

Launch of the Subsequent Offering will be conditional upon; (i) the prevailing

market price of the Company's shares, (ii) relevant corporate resolutions being

passed by the Company's Board of Directors, and (iii) approval and publication

of a prospectus by the Norwegian Financial Supervisory Authority. Subject to

satisfaction of the abovementioned conditions, the Subsequent Offering will be

carried out pursuant to an authorization to increase the share capital held by

the Board of Directors and with a two-week subscription period. Further

information about the Subsequent Offering will be given by means of separate

stock exchange notice.

The waiver of the preferential rights inherent in a private placement is

considered necessary in the interest of time and successful completion of the

Private Placement. Taking into consideration the time, costs and expected terms

of alternative methods of the securing the desired funding and the Subsequent

Offering to be carried out, the Board has concluded that the completion of the

Private Placement on the proposed terms at this time is in the mutual interest

of the Company and its shareholders, and considers that the Private Placement

complies with the equal treatment obligations under the Norwegian Securities

Trading Act and the Oslo Stock Exchange's Circular no. 2/2014.

Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in

connection with the Private Placement.

For additional information, 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

This information is subject to the disclosure requirements pursuant to Section

5-12 the Norwegian Securities Trading Act