Saga Tankers ASA : Contemplated sale of up to 47.7 million shares by Allum Holding AS and Ferncliff AS
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 2 May 2018
Allum Holding AS and Ferncliff AS (collectively the "Selling Shareholders") contemplates a sale of up to 47,726,655 shares (the "Offer Shares") in Saga Tankers ASA ("Saga Tankers" or the "Company", ticker "SAGA" on Oslo Axess) (the "Secondary Sale"). The Selling Shareholders have engaged DNB Markets, a part of DNB Bank ASA, as sole bookrunner for the Secondary Sale (the "Bookrunner"). The Offer Shares represents approximately 17.9% of the outstanding share capital in the Company.
Allum Holding AS and Ferncliff AS currently hold 41,491,339 and 6,235,316 shares in the Company, respectively. Allum Holding AS and Ferncliff AS are both owned by Øystein Stray Spetalen, member of the Board of Directors of Saga Tankers. Øystein Stray Spetalen and associated companies currently owns 220,568,454 shares in the Company, representing approximately 83% of the outstanding shares in the Company. Assuming the Secondary Sale is completed and 47,726,655 Offer Shares are sold, Øystein Stray Spetalen and associated companies will own approximately 65% of the outstanding shares in the Company.
The reason for the Secondary Sale is to increase free-float and maintain a stock with public interest.
In relation the Secondary Sale, Øystein Stray Spetalen has entered into a lock-up agreement with the Bookrunner for his and his associated companies' shareholdings in the Company for a period of 12 months following completion of the Secondary Sale.
The price per Offer Share will be NOK 1.65 per share (the "Offer Price"). The minimum subscription and allocation in the Secondary Sale has been set to the NOK equivalent of EUR 100,000. However, the Selling Shareholders may, at their sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The application period will commence immediately following the publication of this announcement and may be closed at short notice. Any sale of shares in the Company pursuant to the Secondary Sale is subject to approval by the Selling Shareholders. A further announcement will be made following completion of the Secondary Sale.
For further information please contact:
Thor Andre Lunder, DNB Markets, +47 24169223
IMPORTANT NOTICE THIS INFORMATION IS SUBJECT TO THE DISCLOSURE REQUIREMENTS PURSUANT TO SECTIONS 4-2, 4-3 AND 5-12 OF THE NORWEGIAN SECURITIES TRADING ACT. THESE MATERIALS ARE NOT AN OFFER FOR SALE OF OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES. THE SHARES (AS DEFINED BELOW) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THERE WILL NOT BE A PUBLIC OFFERING OF THE SHARES IN THE UNITED STATES. ANY INVESTMENT DECISION TO BUY SHARES IN THE SALE MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED BY THE BOOKRUNNER OR THE SELLER. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES OR INVESTMENTS FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES OR INVESTMENTS IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO ACTION HAS BEEN TAKEN THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION. IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHICH HAVE IMPLEMENTED THE PROSPECTUS DIRECTIVE (EACH, A "RELEVANT MEMBER STATE"), OTHER THAN THE UNITED KINGDOM, THIS ANNOUNCEMENT AND ANY OFFER IF MADE SUBSEQUENTLY IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE ("QUALIFIED INVESTORS"). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO, INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN A RELEVANT MEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBER STATE AND THE EXPRESSION "2010 PD AMENDING DIRECTIVE" MEANS DIRECTIVE 2010/73/EU. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS ADDRESSED TO AND DIRECTED EXCLUSIVELY AT QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), (II) WHO ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, OR (III) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS "RELEVANT PERSONS"). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS IN THE UNITED KINGDOM AND QUALIFIED INVESTORS IN ANY RELEVANT MEMBER STATE OTHER THAN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. OTHER PERSONS SHOULD NOT RELY OR ACT UPON THIS ANNOUNCEMENT OR ANY OF ITS CONTENTS. IN CONNECTION WITH ANY OFFERING OF THE SHARES OF SAGA TANKERS ASA (THE "SHARES"), THE BOOKRUNNER AND ANY OF THEIR AFFILIATES ACTING AS AN INVESTOR FOR THEIR OWN ACCOUNT MAY TAKE UP AS A PRINCIPAL POSITION ANY SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR THEIR OWN ACCOUNT SUCH SHARES. IN ADDITION THE BOOKRUNNER OR THEIR AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS AND SWAPS WITH INVESTORS IN CONNECTION WITH WHICH THE BOOKRUNNER (OR THEIR AFFILIATES) MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. THE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. NO GUARANTEE CAN BE MADE THAT ANY SHARES WILL BE SOLD PURSUANT TO THE SALE. THE BOOKRUNNER IS ACTING ON BEHALF OF THE SELLERS AND NO ONE ELSE IN CONNECTION WITH ANY OFFERING OF THE SHARES AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO ANY OFFERING OF THE SHARES.