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Saga Pure Share Issue/Capital Change 2021

Jan 12, 2021

3730_rns_2021-01-12_1c7da79d-9c7b-4e44-8cba-1003c93bdbb3.html

Share Issue/Capital Change

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Saga Pure Asa: Further Information on Subsequent Offerings - Subscription Period Commences 13 January 2021

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

35,000,000 new shares ("Private Placement I"), (ii) on 21 December 2020

regarding a completed private placement of 30,000,000 new shares ("Private

Placement II"), and (iii) on 29 December 2020 regarding a private placement of

30,000,000 new shares ("Private Placement III" and together with Private

Placement I and Private Placement II, the "Private Placements"). Further,

reference is also made to the stock exchange notice dated 10 January 2021

regarding resolutions by the Company's Board of Directors to carry out

subsequent offerings following the Private Placements and to the stock exchange

notice dated 12 January 2021 regarding publication of the Company's prospectus

dated 11 January 2021 (the "Prospectus").

The Company will carry out three separate subsequent offerings, however with

simultaneous subscription periods. The subscription period for the subsequent

offerings will commence tomorrow, 13 January 2021, at 09:00 CET and expire on

27 January 2021, at 16:30 CET. Further information about each subsequent

offering is given below.

The first Subsequent Offering ("Subsequent Offering I") will consist of an offer

to subscribe up to 4 million new shares in the Company (the "Offer Shares I") to

the Company's shareholders as of 14 December 2020 (and being registered as such

in the Norwegian Central Securities Depository (VPS) on 16 December 2020 (the

"Record Date I")) who; (i) were not invited to subscribe for new shares in the

Private Placement I, and (ii) are not resident in a jurisdiction where such

offering would be unlawful, or would (in jurisdictions other than Norway)

require any prospectus filing, registration or similar action (the "Eligible

Shareholders I"). The subscription price per Offer Share I is NOK 2.10, i.e. the

same subscription price as in the Private Placement I.

Each Eligible Shareholder I will be granted non-transferable subscription rights

(the "Subscription Rights I") to subscribe for the Offer Shares I. Each Eligible

Shareholder I will be granted 0.05 Subscription Rights I per share in the

Company registered as held as of the Record Date I. Consequently, each Eligible

Shareholder I will receive 1 Subscription Right I per 20 shares registered as

held on the Record Date I, and Eligible Shareholders I holding less than 20

shares on the Record Date I will not receive Subscription Rights I.

The second Subsequent Offering ("Subsequent Offering II") will consist of an

offer to subscribe up to 4.9 million new shares in the Company (the "Offer

Shares II") to the Company's shareholders as of 21 December 2020 (and being

registered as such in the Norwegian Central Securities Depository (VPS) on 23

December 2020 (the "Record Date II")) who; (i) were not invited to subscribe for

new shares in the Private Placement II, and (ii) are not resident in a

jurisdiction where such offering would be unlawful, or would (in jurisdictions

other than Norway) require any prospectus filing, registration or similar action

(the "Eligible Shareholders II"). The subscription price per Offer Share II is

NOK 2.90, i.e. the same subscription price as in the Private Placement II.

Each Eligible Shareholder II will be granted non-transferable subscription

rights (the "Subscription Rights II") to subscribe for the Offer Shares II. Each

Eligible Shareholder II will be granted 0.049 Subscription Rights II per share

in the Company registered as held as of the Record Date II. Consequently, each

Eligible Shareholder II will receive 1 Subscription Right II per approximately

20.4 shares registered as held on the Record Date II, and Eligible Shareholders

II holding less than 21 shares on the Record Date II will not receive

Subscription Rights II.

The third Subsequent Offering (the "Subsequent Offering III", and together with

the Subsequent Offering I and Subsequent Offering II, the "Subsequent

Offerings") will consist of an offer to subscribe up to 4.8 million offer shares

(the "Offer Shares III", and together with the Offer Shares I and the Offer

Shares II, the "Offer Shares") to the Company's shareholders as of 29 December

2020 (and being registered as such in the Norwegian Central Securities

Depository (VPS) on 4 January 2021 (the "Record Date III")) who; (i) were not

invited to subscribe for new shares in the Private Placement III, and (ii) are

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

(in jurisdictions other than Norway) require any prospectus filing, registration

or similar action (the "Eligible Shareholders III"). The subscription price per

Offer Share III is NOK 4.10, i.e. the same subscription price as in the Private

Placement III.

Each Eligible Shareholder III will be granted non-transferable subscription

rights (the "Subscription Rights III", and together with the Subscription Rights

I and Subscription Rights II, the "Subscription Rights") to subscribe for the

Offer Shares III. Each Eligible Shareholder III will be granted 0.037

Subscription Rights III per share in the Company registered as held as of the

Record Date III. Consequently, each Eligible Shareholder III will receive 1

Subscription Right III per approximately 27.03 shares registered as held on the

Record Date III, and Eligible Shareholders III holding less than 28 shares on

the Record Date III will not receive Subscription Rights III.

Each whole Subscription Right granted in any of the Subsequent Offerings

provides a preferential right to subscribe for, and be allocated, one Offer

Share at the respective subscription price, subject to applicable securities

laws. Oversubscription will be permitted. Subscription without Subscription

Rights will not be permitted, i.e. shareholders/ investors who did not hold any

shares in the Company on either of the Record Date I, Record Date II or Record

Date III will not receive any Subscription Rights.

The Subscription Rights must be used to subscribe for Offer Shares before the

expiry of the subscription period on 27 January 2021 at 16:30 hours (CET).

Subscription Rights that are not used to subscribe for Offer Shares before

16:30 hours (CET) on 27 January 2021 will have no value and will lapse without

compensation to the holder.

Notifications of allocation in the Subsequent Offerings are expected to be

issued on or about 28 January 2021. The due date for payment of allocated Offer

Shares in the Subsequent Offerings is on or about 2 February 2021. Delivery of

the Offer Shares is expected to take place on or about 5 February 2021, through

the facilities of VPS. Trading in the Offer Shares on Euronext Expand is

expected to commence on or about 5 February 2021.

Further information about the Subsequent Offerings and the subscription

procedures is included in the Prospectus. The Prospectus, including subscription

forms, is available at https://transaksjoner.fearnleysecurities.com/.

Shareholders who wish to subscribe for Offer Shares are strongly encouraged to

do so through the VPS online subscription system, and relevant links for this

for each Subsequent Offering will be available at

https://transaksjoner.fearnleysecurities.com/ at the start of the subscription

period.

Shareholders who are not able to subscribe for shares through the VPS online

subscription system, must subscribe for Offer Shares by completing and

submitting subscription forms in accordance with instructions in the Prospectus.

Eligible Shareholders will also receive a shareholder letter with further

information on the use of Subscription Rights and procedures for subscription of

Offer Shares

Shareholders who have questions about the Subsequent Offerings, the Subscription

Rights and the Offer Shares may contact Fearnley Securities AS or DNB

Verdipapirservice AS on the following telephone numbers:

Fearnley Securities: +47 22 93 60 00

DNB Verdipapirservice:  +47 23 26 80 20

Fearnley Securities AS acts as manager for the Subsequent Offerings.

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

connection with the Subsequent Offerings.

For other questions, 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.