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Oslo, 30 November 2020.
Reference is made to the stock exchange release from Saga Pure ASA ("SAGA " or the "Company") published on 30 October 2020 regarding a contemplated private placement (the "Private Placement"). The Company is pleased to announce that it has raised NOK 54.4 million in gross proceeds through the Private Placement of 34,000,000 new shares (the "Offer Shares"), at a price per share of NOK 1.60 (the "Subscription Price"). Fearnley Securities AS acted as Sole Manager and Bookrunner (the "Manager") for the Private Placement.
The Private Placement was well oversubscribed. The net proceeds from the Private Placement will be used to strengthen the Company's investment capacity in the green investment universe and for general corporate purposes.
Notification of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Manager on or about 1 December 2020.
Settlement for the Private Placement is expected to be on or about 3 December 2020 (DVP, T+2). The delivery of New Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Euronext Expand, pursuant to a share lending agreement between the Manager and the Company's largest shareholder, Øystein Stray Spetalen. Accordingly, the shares delivered to the investors will be tradable upon delivery.
In order to settle the share loan, the Company's Board of Directors has resolved to issue 34,000,000 new shares in the Company pursuant to an authorisation granted by the Company's annual general meeting. Consequently, the share capital of the Company will be increased with NOK 340,000. Following registration of the Private Placement, the Company will have 374,149,831 shares outstanding, each with a par value of NOK 0.01.
The Board of the Company has resolved to not carry out a subsequent offering, as the Subscription Price provides only a modest discount to the closing price of the Company's shares on 30 November 2020 and a significant premium to the average trading price of the Company's shares during the last 30, 60 and 90 day periods.
The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion of the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that the completion of the Private Placement on the proposed terms at this time is in the mutual interest of the Company and its shareholders, and considers that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and the Oslo Stock Exchange's Circular no. 2/2014.
Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in connection with the Private Placement.
For additional information, please contact:
Espen Lundaas, CEO, +47 924 31 417, e-mail: Espen@ferncliff.no (mailto:Espen@ferncliff.no)
Martin Nes, Chairman, +47 920 14 814, e-mail: Martin@ferncliff.no (mailto:Martin@ferncliff.no)
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act