Songa Offshore SE : Allocations in private placement and convertible bond issue

Songa Offshore SE : Allocations in private placement and convertible bond issue

Reference is made to the announcements made by Songa Offshore SE (the “Company”) on 25 November 2013 and 26 November 2013 regarding the completed placement of 610 million new shares (the “Offer Shares) corresponding to gross proceeds in the amount of approximately USD 250 million (NOK 1,525 million) (the “Private Placement”) and the completed placement of a subordinated convertible bond (the “Convertible Bond”) with gross proceeds in the amount of USD 150 million (the “Convertible Bond Issue”).

Notice of the conditional allocation of Offer Shares and Convertible Bonds and payment instructions for the Private Placement and the Convertible Bond Issue will be sent to the applicants today through a notification issued by the joint lead managers and joint bookrunners, Fearnley Securities AS and Swedbank Norge, part of Swedbank AB (publ).

The Company’s largest shareholder, Perestroika AS, has been given conditional allocation of 378,538,000 shares in the Private Placement, and will, if the Private Placement is completed, together with related parties hold a total of 437,830,194 shares in the Company, corresponding to 53.98% of the Company’s share capital following completion of the Private Placement. In addition, Perestroika AS has been allocated Convertible Bonds in the amount of USD 75,200,000, corresponding to a potential issue of an additional 147,358,520 shares in the Company to Perestroika AS.

Subject to completion of the Private Placement and the Convertible Bond Issue, the shares and Convertible Bonds owned by Perestroika AS will represent in aggregate a theoretical ownership of 72.11% of the shares in the Company, calculated based on the Company’s registered share capital before conversion of Convertible Bonds (but after registration of the Offer Shares).

132,287,456 of the Offer Shares allocated to Perestroika AS will, subject all other closing conditions than approval by the EGM being fulfilled (or that such conditions will clearly be fulfilled), be issued pursuant to an existing board authorization in advance of the EGM. In the period between such share issue by the board of directors and the issue of the remaining shares to Perestroika AS and other investors in the Private Placement in connection with the EGM, Perestroika AS will together with related parties hold a total of 192,579,650 shares in the Company, corresponding to 57.45% of the outstanding share capital at that time.

Source: Songa Offshore

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