Songa Offshore SE : Completion of financial res...

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

Songa Offshore SE ("SongaOffshore" or the "Company") reports today that the conditions for the refinancing announced on 15 March 2016 (the "Refinancing"), have now been fulfilled and that the various financing agreements have been amended as contemplated by the Refinancing.

As part of this, the Company has today issued:

• The new USD 125 million subordinated convertible bond loan as described in announcement on 7 April 2016, by an amendment and increase of the bridge bond loan issued on 17 April 2016 (the "NewConvertibleBond").
   
• In total 8,466,839,157 new Class A shares, each of nominal value 0.001, of which (i) 7,347,678,915 shares are issued as part of a full conversion of the Company's previous 150 million subordinated convertible bond loan SONG06; (ii) 608,399,269 shares are issued as equity compensation for conversion of accrued interest under the Company's senior unsecured bond loans SONG04; (iii) 325,889,248 shares are issued as equity compensation for conversion of accrued interest under the Company's senior unsecured bond loan SONG05, and (iv) 184,871,725 shares are issued as equity compensation for conversion of accrued interest under the Company's shareholder loan from Perestroika AS.
   
• In total 2,141,427,856 transferable warrants to the subscribers of the New Convertible Bond, such warrants being exercisable in the period from 20 April 2017 up to 20 April 2019 and giving the holder right to subscribe in bundles of 10 for 10 new shares in the Company at a price per share equal to their nominal value of EUR 0.001.

The new Class A shares have equal rights as and rank pari passu with the Company's existing ordinary shares, including with respect to voting and dividends. Following this, the Company's issued share capital consists of 9,340,751,701 shares, of which 873,912,544 are ordinary shares of nominal value EUR 0.11 and 8,466,839,157 are Class A shares of nominal value EUR 0.001. As resolved by the extraordinary general meeting on 13 April 2016, the Company is in the process of carrying out a capital reduction, whereby the nominal value of the ordinary shares will be reduced to EUR 0.001 and the Class A shares be converted to and merged with the ordinary shares.

The new Class A shares are expected to be converted to ordinary shares and listed on Oslo Børs following announcement of the Company's financial report for Q3 2016 (subject to publication of a listing prospectus). The Company will also seek a listing of the New Convertible Bond.
                                 
As announced on 13 April 2016, a subsequent equity offering will be launched upon publication of an offering and listing prospectus to be approved by relevant authorities. Shareholders as of close of trade  13 April 2016 (as recorded in the VPS on 15 April 2016), will, subject i.a. to applicable restrictions, receive non-transferable subscription rights for the subsequent equity offering. The subscription price in the subsequent equity offering will be NOK 0.15, and the maximum number of shares to be issued 1,418,100,000. Further information on timing, terms and how to participate, will be announced by the Company in due course, and described in the prospectus to be prepared in connection therewith.

For further information on the Refinancing and the detailed terms thereof, please see announcement on 15 April 2016 and subsequent releases.

ABG Sundal Collier ASA and Swedbank Norge, branch of Swedbank AB (publ.), act as financial advisors to the Company in the Refinancing and as joint lead managers and bookrunners for the New Convertible Bond. Schjødt is acting as legal advisor to the Company.

20 April 2016
Limassol, Cyprus

For further information, please contact:

Bjørnar Iversen, CEO ([phone])
Jan Rune Steinsland, CFO ([phone])

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

Important Note
This press release is not being made in or into the United States of America, Canada, Australia, Japan, South Africa or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The New Convertible Bond and the shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. Accordingly the Bonds will only be offered or sold (i) within the United States, or to or for the account or benefit of U.S. persons, only to Qualified Institutional Buyers ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in offering transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Any purchaser of the
New Convertible Bond in the United States, or to or for the account of U.S. persons, will be deemed to have made certain representations and acknowledgements, including without limitation that the purchaser is a QIB.

This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press release is communicated in, or the offer of securities to which it relates is made in, any EEA member state, this press release and the offering described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Directive 2003/71/EC (as amended, and together with any applicable implementing measures in any member state) (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member
state.

ABG Sundal Collier and Swedbank Norge, branch of Swedbank AB (publ.) are acting for the Company and no one else in connection with the offer of the New Convertible Bond and will not be responsible to any other person for providing the protections afforded to their client, or for providing advice in relation to the proposed offer of the New Convertible Bond.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

---

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#2005031