Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
Songa Offshore SE ("Songa Offshore" or the "Company") has decided to conduct a
private placement directed towards professional Norwegian and international
investors after the close of Oslo Stock Exchange today. The private placement
will amount to up to 13,684,000 new shares, equivalent of up to approximately
10% of the current number of outstanding shares in the Company with an upsizing
option for the Company of up to total offering of 20,500,000 new shares
equivalent to approximately 15% of the current number of outstanding shares in
the Company.
The proceeds from the private placement is for general corporate purposes..
The price in the private placement will be determined through an accelerated
bookbuilding process and the minimum order has been set to the number of shares
that equals an aggregate purchase price of at least NOK 1,000,000.
The subscribers in the private placement will be delivered existing and
unencumbered shares in the Company that are already listed on Oslo Stock
Exchange, pursuant to a share lending agreement entered into between the
financial advisor engaged in the private placement, Songa Offshore and the
Company's largest shareholder, Spencer Energy AS. The shares delivered to the
subscribers will thus be tradable from the date they are delivered.
The bookbuilding period opens today at 17:30 CET (16 February 2010) and closes
at the latest on 17 February 2010 at 08:00 CET. The bookrunners may, however, at
any time resolve to close or extend the book building period at their own
discretion, but it will in no event close earlier than 16 February 2010 at
19:00 CET
Songa Offshore has retained ABG Sundal Collier Norge ASA, Arctic Securities ASA
and SEB Enskilda AS as joint lead managers and bookrunners for the private
placement.
Oslo, 16 February 2010
For further enquiries, please contact:
Tom E. Jebsen, CFO (+47 2301 1431)
***
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES:
The shares to be offered have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws, and will be offered within the United States only to qualified
institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities
Act ("Rule 144A") or an "Accredited Investor" as defined under Rule 501(A) of
the US Securities Act and in reliance upon an exemption from the registration
requirements in the US Securities Act, and to certain non-U.S. persons in
offshore transactions in reliance on Regulation S under the U.S. Securities Act.
Any US investor will be requested to sign and return an investor representation
letter certifying that it is either a QIB or an Accredited Investor. The shares
to be offered will be subject to certain restrictions on transfer. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of the securities in any country in which such
offer, solicitation or sale would be unlawful.
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1385094]