Songa Offshore SE : Approved prospectus and det...

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

 

Reference is made to previous stock exchange announcements made by Songa Offshore SE (the "Company") regarding (i) the completed private placement (the "Private Placement") of 610,000,000 new shares in the Company (the "New Shares"), (ii) the completed issue of new convertible bonds in the amount of USD 150,000,000 (the "Convertible Bonds") and (iii) the contemplated subsequent offering (the "Subsequent Offering") of up to 61,000,000 additional shares in the Company (the "Offer Shares"), including announcements made on 25 November 2013, 26 November 2013 and 23 December 2013.

The Financial Supervisory Authority of Norway has approved a prospectus (the "Prospectus") for (i) listing of the New Shares on Oslo Børs, (ii) listing of the Convertible Bonds on Oslo Børs and (iii) offering and listing of the Offer Shares on Oslo Børs.

The New Shares will be transferred to the Company's ordinary ISIN and be tradable on Oslo Børs from and including today, 5 February 2014.

An application for listing of the Convertible Bonds will be submitted to Oslo Børs shortly.

The subscription period for the Subsequent Offering commences 10 February 2014 and expires at 16:30 hours (CET) on 24 February 2014. The subscription price per Offer Share is NOK 2.50, equal to the subscription price in the Private Placement.

Non-tradable subscription rights will be allocated to existing shareholders of the Company holding less than 110,000 shares in the Company as of the end of 22 November 2013, as registered in the Norwegian Central Securities Depository (the VPS) on 27 November 2013 (the "Record Date"), who were not allocated New Shares in the Private Placement, and who 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"). Each Eligible Shareholder will be granted 1.2 non-tradable subscription rights for each share registered as held by such Eligible Shareholder as of the Record Date rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without subscription rights will be allowed in the Subsequent Offering. Subscription rights not used to subscribe for Offer Shares before the end of the subscription period will lapse without compensation to the holder, and consequently be of no value.

The Prospectus and subscription form for the Subsequent Offering is available at www.songaoffshore.com, www.fearnleysecurities.no or www.swedbank.no and in hard copy by contacting one of the subscription offices mentioned below.

An information letter that includes information about where the Prospectus and the subscription form will be available, the number of subscription rights allocated to the Eligible Shareholder and certain other matters will be distributed to all Eligible Shareholders.

Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to one of the following subscription offices:

Fearnley Securities AS P.O. Box 1158 Sentrum N-0107 Oslo Norway Fax [phone] www.fearnleysecurities.no

Swedbank Norway, part of Swedbank AB (publ) Filipstad Brygge 1 N-0250 Oslo Norway Fax [phone] www.swedbank.no

Norwegian residents with a Norwegian personal identification number can subscribe online by accessing one of the web pages above.

Any questions or requests for assistance concerning the Subsequent Offering should be directed to one of the subscription offices mentioned above.

Fearnley Securities AS and Swedbank Norway are acting as joint lead managers and joint bookrunners for the Private Placement and the Subsequent Offering.

For further information about the Private Placement, the Convertible Bonds and the Subsequent Offering, reference is made to the Prospectus.

Limassol, 5 February 2014

For further information, please contact:

Jan Rune Steinsland, CFO ([phone])

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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.

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

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Songa Offshore SE via Globenewswire

HUG#1759106