Contemplated private placement

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

 

Saga Tankers ASA ("SAGA" or the "Company") has retained Pareto Securities AS (the "Manager") to advise on and effect a pre-placement of new shares directed towards Norwegian investors and international institutional investors. SAGA may in the private placement issue up to 7,888,850 new shares, equalling close to 10% of the outstanding and issued share capital. The price per offer share has been set to NOK 7.10 by the Board of SAGA.

 

The Company's largest shareholder Blystad Shipholding Inc. and certain other investors have fully underwritten the Private Placement (together referred to as the "Underwriters"). The Underwriters will have preferred allocation of offer shares for a portion of the private placement equal to their relative ownership in SAGA.

 

The minimum order in the pre-placement has been set to the number of shares that equals an aggregate purchase price of at least NOK 500,000.

 

Net proceeds will be applied towards general corporate purposes and strengthening of SAGA's balance sheet.

 

 

The order period opens today 19 November 2010 at 09:00 CET and closes on 19 November 2010 at 17:30 CET. The Board of SAGA may, however, at any time resolve to close or extend the order period at its own discretion.

 

 

Completion of the private placement will be conditional upon approval of the required share capital increase by the Extraordinary General Meeting of SAGA scheduled to be held on or around 13 December 2010. The new shares to be issued in the private placement will not be tradable until the share capital increase has been approved and the subsequent registration of the share capital increase in the Norwegian Register of Business Enterprises (Foretaksregisteret) has taken place. Such registration is expected to take place on or around 14 December 2010.

 

 

For further information, please contact:

 

Jon Christian Syvertsen, CEO
Fredrik Platou, CFO
+47 23 11 82 70
 

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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`), in reliance upon the exemption from the  registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions  in reliance on Regulation S under the U.S.  Securities Act. 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 State in which such offer, solicitation or sale would be unlawful. 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 United States, Australia, Canada, Hong Kong or Japan.

 

 

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 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) 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 SAGA, such as planned expansions, investments or other projects, (c) targeted production volumes and costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in SAGA'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.  SAGA 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 acc. to §5-12 vphl (Norwegian Securities Trading Act)

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