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Saga Pure — Capital/Financing Update 2020
Dec 14, 2020
3730_rns_2020-12-14_5f578dbf-d3c7-4124-afbf-c61299da1887.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, 14 December 2020.
Reference is made to the stock exchange release from Saga Pure ASA ("SAGA " or
the "Company") published on 14 December 2020 regarding a contemplated private
placement (the "Private Placement"). The Company is pleased to announce that it
has raised NOK 73.5 million in gross proceeds through the Private Placement of
35,000,000 new shares (the "Offer Shares"), at a price per share of NOK 2.10
(the "Subscription Price"). Fearnley Securities AS acted as Sole Manager and
Bookrunner (the "Manager") for the Private Placement.
The Private Placement was well oversubscribed and upsized from the initially
contemplated amount of 30 million Offer Shares based on the strong investor
demand. 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 15 December 2020. Settlement for the Private Placement is expected to be
on or about 17 December 2020 (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 35,000,000 new shares in the Company pursuant to an authorisation
granted by the Company's annual general meeting. Consequently, the share capital
of the Company will be increased with NOK 350,000. Following registration of the
Private Placement, the Company will have 409,149,831 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 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 14 December 2020, as registered in the VPS on 16 December
2020, 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
2.10 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