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Saga Pure — Share Issue/Capital Change 2018
May 2, 2018
3730_iss_2018-05-02_4b8db0bf-9aed-4d7c-b299-a8dcb5d28f80.html
Share Issue/Capital Change
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Saga Tankers ASA : Contemplated sale of up to 47.7 million shares by Allum Holding AS and Ferncliff AS
Saga Tankers ASA : Contemplated sale of up to 47.7 million shares by Allum Holding AS and Ferncliff AS
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND
THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 2 May 2018
Allum Holding AS and Ferncliff AS (collectively the "Selling Shareholders")
contemplates a sale of up to 47,726,655 shares (the "Offer Shares") in Saga
Tankers ASA ("Saga Tankers" or the "Company", ticker "SAGA" on Oslo Axess) (the
"Secondary Sale"). The Selling Shareholders have engaged DNB Markets, a part of
DNB Bank ASA, as sole bookrunner for the Secondary Sale (the "Bookrunner"). The
Offer Shares represents approximately 17.9% of the outstanding share capital in
the Company.
Allum Holding AS and Ferncliff AS currently hold 41,491,339 and 6,235,316 shares
in the Company, respectively. Allum Holding AS and Ferncliff AS are both owned
by Øystein Stray Spetalen, member of the Board of Directors of Saga Tankers.
Øystein Stray Spetalen and associated companies currently owns 220,568,454
shares in the Company, representing approximately 83% of the outstanding shares
in the Company. Assuming the Secondary Sale is completed and 47,726,655 Offer
Shares are sold, Øystein Stray Spetalen and associated companies will own
approximately 65% of the outstanding shares in the Company.
The reason for the Secondary Sale is to increase free-float and maintain a stock
with public interest.
In relation the Secondary Sale, Øystein Stray Spetalen has entered into a lock-
up agreement with the Bookrunner for his and his associated companies'
shareholdings in the Company for a period of 12 months following completion of
the Secondary Sale.
The price per Offer Share will be NOK 1.65 per share (the "Offer Price"). The
minimum subscription and allocation in the Secondary Sale has been set to the
NOK equivalent of EUR 100,000. However, the Selling Shareholders may, at their
sole discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to the Norwegian Securities
Trading Act and ancillary regulations are available.
The application period will commence immediately following the publication of
this announcement and may be closed at short notice. Any sale of shares in the
Company pursuant to the Secondary Sale is subject to approval by the Selling
Shareholders. A further announcement will be made following completion of the
Secondary Sale.
For further information please contact:
Thor Andre Lunder, DNB Markets, +47 24169223
IMPORTANT NOTICE THIS INFORMATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS
PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF THE NORWEGIAN SECURITIES TRADING ACT.
THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A SOLICITATION OF AN OFFER TO
BUY SECURITIES IN THE UNITED STATES. THE SHARES (AS DEFINED BELOW) HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE
WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES. ANY INVESTMENT
DECISION TO BUY SHARES IN THE SALE MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY
AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE
BOOKRUNNER OR THE SELLER. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR
INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR
INVESTMENTS IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS
BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR
DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT
PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY
FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE
SECURITIES LAWS OF ANY SUCH JURISDICTION. IN MEMBER STATES OF THE EUROPEAN
ECONOMIC AREA ("EEA") WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A
"RELEVANT MEMBER STATE"), OTHER THAN THE UNITED KINGDOM, THIS ANNOUNCEMENT AND
ANY OFFER IF MADE SUBSEQUENTLY IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT
PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS
DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO,
INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A
RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE
RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS
DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS ADDRESSED TO
AND DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL
EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY
BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS
AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND QUALIFIED INVESTORS
IN ANY RELEVANT MEMBER STATE OTHER THAN THE UNITED KINGDOM AND WILL BE ENGAGED
IN ONLY WITH SUCH PERSONS. OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS
ANNOUNCEMENT OR ANY OF ITS CONTENTS. IN CONNECTION WITH ANY OFFERING OF THE
SHARES OF SAGA TANKERS ASA (THE "SHARES"), THE BOOKRUNNER AND ANY OF THEIR
AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP AS A
PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL
FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE BOOKRUNNER OR THEIR
AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN
CONNECTION WITH WHICH THE BOOKRUNNER (OR THEIR AFFILIATES) MAY FROM TIME TO TIME
ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNER DOES NOT INTEND TO DISCLOSE
THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE
WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. NO GUARANTEE CAN BE MADE THAT
ANY SHARES WILL BE SOLD PURSUANT TO THE SALE. THE BOOKRUNNER IS ACTING ON BEHALF
OF THE SELLERS AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND
WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO ANY
OFFERING OF THE SHARES.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.