SONGA OFFSHORE SE - CONTEMPLATED PRIVATE PLACEM...

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

SONGA OFFSHORE SE - CONTEMPLATED PRIVATE PLACEMENT IN THE AMOUNT OF UP TO USD 110 MILLION AND SUBSEQUENT REPAIR OFFERING

Stock exchange notice 19 April 2012

The board of directors (the "Board of Directors") of Songa Offshore SE ("SONG" or the "Company")  intends to raise new equity in the amount of up to the NOK equivalent of USD 110 million through an offering by way of a private placement of new shares directed towards existing shareholders and new investors (the "Private Placement").

The proceeds from the Private Placement will be used to partly finance the extensive capex, life enhancements and upgrades of the rigs currently operating on the Norwegian Continental Shelf for Statoil (Dee, Trym and Delta), strengthen SONG's balance sheet and for general corporate purposes.

To cater for the extensive capital expenditures undertaken on Dee, Trym and Delta during 2011 and 2012 and to reflect the extended residual life of these units post completion, an amended amortisation profile on the existing bank facility (excluding Eclipse) has been agreed with the syndicate banks. As part of the amendment, the Company will not amortise this debt for the next four quarters and the amount USD 26.5m per quarter will be distributed and added to the quarterly amortization payments over the residual life of the facility, which matures in October 2015.

Arctic Securities ASA, Nordea Markets, Pareto Securities AS and SEB Enskilda (collectively, the "Managers") have been engaged as managers and bookrunners for the Private Placement and the subsequent repair offering.

The Managers have received pre-committed applications from the Company's largest shareholders, Spencer Energy AS and Perestroika AS with affiliated and related parties, who in total owns approximately 36% of the current share capital in SONG, pursuant to which they have undertaken to subscribe for their relative portion of the Private Placement and accepted to be allocated and delivered new shares that will not be tradable until the publication of an EU prospectus for the listing of such shares. These commitments will be given full allocation in the Private Placement. Furthermore, the following primary insiders in SONG have subscribed for new shares either through privately held investment vehicles or personally, Jens Wilhelmsen (Chairman of the Board) has subscribed for shares equivalent to NOK 1 million at market terms, Asbjørn Vavik (Chief Executive Officer) has subscribed for 100,000 new shares at market terms, and Trond Christensen (Chief Operating Officer) has subscribed for 100,000 new shares at market terms. These primary insiders will be given full allocation in the Private Placement despite not fulfilling the minimum application amount specified below.

The minimum application amount in the Private Placement will be the NOK equivalent of USD 500,000. The offer price will be determined by the Board of Directors in its sole discretion, in consultation with the Managers, through a book-building process, but is expected to be close to the closing price on 19 April 2012. Allocation of Offer Shares will be determined at the sole discretion of the Company, in consultation with the Managers, but priority will be given to institutional investor based on criteria such as investor quality, quality and timeliness of order and current relative shareholding in the Company (to the extent identifiable) and applicable selling restrictions. The Company may decide to utilise the possibility to accept and allocate orders for less than USD 500,000 to leading personnel and board members. Completion of the Private Placement is subject to the Board of Directors making a resolution on the final offer price and allocation of the new shares in the Private Placement and the required share capital increase to issue such new shares.

The application period will start on 19 April 2012 at 17:30 hours (CET) and close on 20 April 2012 at 08:00 hours (CET). The Company, in consultation with the Managers, reserves the right to close or extend the application period at any time in its sole discretion,but an early close is anticipated. If the Application Period is extended, the other dates referred to herein will be extended accordingly.

The settlement of the Private Placement is expected to take place on or around 25 April 2012. Pursuant to a share lending agreement with Spencer Energy AS (the "Lender"), the Managers will borrow existing SONG shares listed on Oslo Børs from the Lender for the purpose of delivering these to the investors (other than the Lender and Perestroika AS with affiliated and related parties) in the Private Placement in lieu of the new shares against simultaneous payment for the same. Hence, investors in the Private Placement will be delivered existing shares that are tradable on Oslo Børs. The new shares will then be issued and delivered to the Lender as redelivery of the borrowed shares and, as the case may be, to the Lender and Perestroika AS with affiliated and related parties as delivery of any new shares allocated to them in the Private Placement pursuant to their pre-commitments. The new shares will be assigned a separate ISIN and not be listed or tradable on Oslo Børs until approval by the Financial Supervisory Authority of Norway, and publication, of an EU prospectus for the listing of such new shares. This prospectus will also comprise the subsequent repair offering described below and is expected to be published as soon as it is approved by the Financial Supervisory Authority.

Subject to completion of the Private Placement, the Board of Directors of SONG intends to carry out a subsequent repair offering of new shares expected to be in the amount of approximately the NOK equivalent of USD 10 million, in which shareholders in the Company as of 19 April 2012, as registered in the VPS on 24 April 2012, who were not invited to participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action, will be granted non-transferable preferential rights to subscribe for, and be allocated, new shares. Over-subscription and subscription without preferential rights will be permitted. The offer price in the repair offering will be the same as in the Private Placement and the subscription period will be two weeks.

For further information, please contact:

Geir Karlsen, CFO, tel. [phone]

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Important notice:

This announcement is not an offer for sale of securities in the United States or any other country in which such offer would be unlawful or would require prospectus, registration or other measures. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. SONG 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 United States, Canada, Australia, Hong Kong, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order; or (D) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.

Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for SONG, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in SONG's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.

No assurance can be given that such expectations will prove to have been correct. SONG disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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

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Source: Songa Offshore SE via Thomson Reuters ONE

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