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Saga Pure M&A Activity 2015

May 22, 2015

3730_rns_2015-05-22_41967ccc-4812-4be7-9bd0-64efada03088.pdf

M&A Activity

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SAGA TANKERS ASA: DETAILED STOCK EXCHANGE ANNOUNCEMENT REGARDING PURCHASE OF SHARES IN S.D STANDARD DRILLING PLC

Reference is made to the stock exchange notice dated 20 May 2015 regarding the purchase of shares in S.D Standard Drilling PLC ("SDSD") made by Saga Tankers ASA ("Saga" or the "Company").

A detailed stock exchange notice is hereby released in compliance with the requirements pursuant to section 3.4 of the Continuing Obligations for companies listed on Oslo Axess (the "Continuing Obligations").

$\mathbf{1}$ FURTHER INFORMATION ON SHARES PURCHASED

On 20 May 2015, the Company announced that it had purchased 78,338,000 shares in SDSD at a price of NOK 1.35 per share, corresponding to a total purchase price of NOK 105,756,300. The shares were purchased from Clearwater Capital Partners Fund.

After the announcement of the Acquisition, the Company purchased an additional 15,674,569 shares in SDSD at a price of NOK 1.35 per share. The additional shares were bought for a total purchase price of NOK 21,160,668.15.

The total of 94,012,569 shares in SDSD purchased by Saga is hereinafter referred to as the "Acquisition".

Following the Acquisition, Saga and associated companies have a total holding of 155,753,438 shares in SDSD, corresponding to 59.5 % of the total outstanding shares in SDSD.

$\overline{\mathbf{2}}$ CONSIDERATION

The consideration for the shares purchased in the Acquisition is paid entirely in cash and will be settled in accordance with normal settlement routines (T+2).

$\overline{\mathbf{3}}$ BRIEF DESCRIPTION OF SDSD

SDSD was established for the purpose of building a premium oilfield services company with superior assets, systems and people. Having sold all initial rig building contracts, the strategy of SDSD has changed, from building up to become an operator of rigs, to being an investment company within the oil and gas service sector.

The management of the company consists of Evangelia Panagide as General Manager and Espen Lundaas as acting CFO.

The board of directors of the Company (the "Board") consists of Chairman Martin Nes, Gunnar Hvammen and George Crystallis.

Further information on SDSD may be found at http://www.standard-drilling.com/. The financial reports of SDSD are available at http://www.standard-drilling.com/ir/financial info.

$\overline{\mathbf{4}}$ BACKGROUND FOR THE ACQUISITON AND MANDATORY OFFER OBLIGATION

The Acquisition implies that Saga triggers a mandatory offer obligation for purchase of all shares in SDSD. The offer will be made within four weeks after 20 May 2015.

The offer price will be equivalent to the highest consideration paid by Saga in the six month period prior to 20 May 2015, currently NOK 1.35 per share. If the Company should purchase additional shares in SDSD at a purchase price which is higher than NOK 1.35 per share, the offer price will be increased accordingly.

The Company will publish an offer document regarding the mandatory offer, pursuant to the Norwegian Securities Trading Act section 6-13. The offer document will provide detailed information on the offer for the remaining shares in SDSD.

The Company considers that the net asset value per share in SDSD is higher than the current market price of the shares in SDSD, and therefore considers the Acquisition as an attractive investment opportunity.

The Acquisition is financed through the Company's available liquidity. Any shares in SDSD purchased under the mandatory offer will be financed through the Company's available liquidity. As of 31 December 2014, the Saga Tankers group had a net cash balance of NOK 297.7 million.

$***$

For further information, please contact: CEO Espen Lundaas +47 92 43 14 17

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.