Scana — Share Issue/Capital Change 2015

May 4, 2015

Scana Industrier ASA strengthens the capital base through a partially underwritten rights issue and a refinanced bank facility

Scana Industrier ASA strengthens the capital base through a partially underwritten rights issue and a refinanced bank facility

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Refinancing and rights issue

The board of Scana Industrier ASA ("Scana" or the "Company") has decided to

propose to the Annual General Meeting a partially underwritten rights issue

towards existing shareholders in the Company (the "Rights Issue") of up to NOK

100 million.

As follows from the quarterly report of 25 February, the Company has discussed

with the existing bank syndicate the terms related to a three year continuing of

the Company's bank facility. The Company and the banks have now agreed on these

terms.

Together, the new loan structure and Rights Issue will strengthen the Companys

financial position and ensure sufficient financial flexibility going forward.

The combination of a new bank facility and the Rights Issue will contribute

minimum NOK 110 million to the Company. In addition, the new agreement with the

banks will imply an exemption from repayments throughout 2016 and then a five

year repayment profile. The covenant structure will also be significantly

simplified.

In connection with the new bank agreement, it is set as a condition that a

guarantee syndicate is put together for the Rights Issue of NOK 50 million. The

guarantee syndicate consists of the shareholders Camar AS, Leif Inge Sletthei

AS, Stolen AS, Krefting AS, International Oilfield Services AS and MP Pensjon PK

as well as two other external investors.

The board of Scana will call for the Annual General Meeting on 26 May 2015

("AGM") for the approval of among other things the Rights Issue. The Board will

propose that up to 1,000,000,000 new shares are issued at a subscription price

of NOK 0.10 per share, which gives gross proceeds of up to NOK 100 million.

The completion of the Rights Issue is conditional upon the following conditions

being fulfilled:

* all necessary corporate resolutions being validly made, including but not

limited to approval by the AGM of a reduction of the shares nominal value

from NOK 1 to a nominal value equal to or lower than the subscription price

in the Rights Issue,

* approval by the AGM of the share capital increase and issuance of shares

required to complete the Rights Issue;

* received payment for allocated shares in the Rights Issue; and

* registration in the Register of Business Enterprises of the abovementioned

share capital reduction and share capital increase in connection with the

Rights Issue

Scanas shareholders as of 27 May 2015 (as registered in the Company's

shareholder register in the VPS on 29 May 2015) will have preferential right to

subscribe for shares in the Rights Issue, and will receive approximately 13.31

tradable subscription rights for each share that they own in Scana on this date.

Over-subscription will be allowed. Each subscription right will give the right

to subscribe for one new share in the Company. The subscription rights will be

sought listed at the Oslo Stock Exchange. The share will trade exclusive the

right to participate in the Rights Issue from 28 May 2015 (ex-date).

A prospectus is being prepared and will be published prior to the commencement

of the subscription period. Provided that the prospectus is approved in time,

the subscription period will commence on or about 15 June 2015 and end on or

about 29 June at 16:30 CET. The shares to be issued are expected to be delivered

to investors and be tradable on or about 3 July 2015, following approval by the

AGM, registration of the share capital increase and share capital reduction

after a six week creditor period.

All dates and other details with respect to the rights issue remain tentative

and are subject to change. Any changes will be announced at the AGM or through

stock exchange announcements.

Pareto Securities AS is acting as financial advisor and manager and

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

Company update

Key figures as of the first quarter 2015

The Companys total revenue in the first quarter of 2015 was NOK 313 million

compared to NOK 320 million in the same period in 2014. EBITDA was NOK -3

million compared to NOK -18 million in the same period in 2014. Underlying

operations delivered an adjusted EBITDA of NOK 4 million in the first quarter.

Order intake in the first quarter was NOK 313 million and the order backlog was

NOK 489 million as of the end of the quarter.

Net and gross interest bearing debt was NOK 348 million and NOK 426 million

respectively as of the end of the quarter.

The Company will provide further detailed information in the first quarter

report which will be published on 8 May 2015.

Restructuring to an industrial investment company with realisation strategy

As informed by the board of directors of Scana in the fourth quarter report, it

has been decided to structure the group as an industrial investment company. The

change of strategy will entail greater strength to carry out restructuring

measures to increase profitability and flexibility in the operating entities.

The reason for the change of strategy is that Scana in reality is a group of

businesses that is spread out with limited synergies and little other in common

than ownership and financing. The individual portfolio businesses have different

strategic and operational challenges and require individual restructuring and

development plans.

The consultancy firm Converto will support management in implementation of the

new strategy, maintain the role as Investment Managers for selected portfolio

companies and work with management in the portfolio companies to ensure that

short term programs and value creation programs are implemented.

In line with this, it has been prepared a strategy for realisation of the

portfolio which over a three year period will likely realise substantial added

values.

Focus on profitable operations in all portfolio companies

The board of directors will going forward focus on profitable operations and has

approved further cost reducing programs within Energy with an target annual

effect of SEK 25 million and within Propulsion with an annual effect of NOK 10

million, in addition to the measures already being completed in 2014.

The completion of the sale of Söderfors and Leshan and the bankruptcy of Scana

Steel Stavanger has been necessary measures in order to secure profitability.

The board of directors has commenced work to find a structural solution with

regard to Scana Machining, which has not shown sufficient profitability over the

last years.

Pro forma EBITDA (unaudited) for the continuing business adjusted for the

bankruptcy of Scana Steel Stavanger, the sale of Söderfors and Leshan, as well

as minor extraordinary non-operations related events, was NOK 39 million

compared to the reported NOK - 60 million for 2014. Equally, pro forma EBITDA

for the continuing business was NOK 81 million for 2011-14 compared to reported

EBITDA of NOK -219 million in the same period.

The Company targets revenues of in the area of NOK 1.2 billion and an EBITDA

exceeding pro forma numbers for 2011-14 for the continuing business.

For further information please contact:

Mr. Jan H Melhus, CEO Scana industrier ASA, Mobile +47 90 16 70 10

Mr. Kjetil Flesjå, CFO at Scana Industrier ASA, mobile: +47 90 04 12 13

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)

[HUG#1918361]