Successful completion of 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") is pleased to announce the
successful completion of a private placement of 20,500,000 shares directed
towards professional Norwegian and international investors after the close of
the Oslo Stock Exchange on 16 February 2010. The substantially oversubscribed
placement was made at a price of NOK 29 per share, and the capital increase
represents approximately 15% of the outstanding shares in the Company. Gross
proceeds from the private placement amount to NOK 594.5 million. The proceeds
will be applied towards general business purposes.
The share capital increase was resolved by the Board of Directors within the
authorised share capital of the Company. The share capital is increased by EUR
2,255,000 by the issue of 20,500,000 new shares. Following the completion of the
private placement Songa Offshore's share capital is EUR 17,308,229.84, divided
into 157,347,544 shares with a nominal value of EUR 0.11 per share.
The subscribers in the private placement will be delivered existing and
unencumbered shares in the Company that are already listed on the Oslo Stock
Exchange, pursuant to share lending agreement entered into between ABG Sundal
Collier Norge ASA, Songa Offshore and Spencer Energy AS in respect of up to
20,500,000 shares, equivalent to approximately 15% of the current number of
outstanding shares in the Company. The shares delivered to the subscribers will
thus be tradable from the date they are allocated. A listing prospectus will be
prepared in connection with the listing on the Oslo Stock Exchange of the new
shares issued in the private placement.
The issue was managed by the investment banks ABG Sundal Collier Norge ASA,
Arctic Securities ASA and SEB Enskilda AS as joint lead managers and joint
bookrunners.
Limassol, 17 February 2010
For further enquiries, please contact:
Tom E. Jebsen, CFO (+47 2301 1431)
Jarl E. Markussen, Deputy CFO (+35725207781/+35797770858)
***
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#1385208]