Songa Offshore SE announce successful placement of share issue and convertible bond issue

Songa Offshore SE announce successful placement of share issue and convertible bond issue

Reference is made to the announcement made by Songa Offshore SE (the “Company”) on 25 November 2013, in which the Company proposed a comprehensive refinancing by way of raising up to USD 425 million in new capital through a combination of (i) a fully guaranteed private placement with gross proceeds in the amount of approximately USD 250 million (NOK 1,525 million) (the “Private Placement”) and a contemplated subsequent repair offering with expected gross proceeds of approximately USD 25 million (NOK 152.5 million) (the “Subsequent Offering”) and (ii) issue of a subordinated convertible bond through a private placement of bonds with gross proceeds in the amount of USD 150 million (the “Convertible Bond Issue”).

The books are now closed and subscriptions have been received for all 610 million new shares in the Private Placement at a subscription price of NOK 2.50 per share, corresponding to gross proceeds of approximately USD 250 million (NOK 1,525 million). Subscriptions for bonds corresponding to the full amount of USD 150 million have been received in the Convertible Bond Issue. The Convertible Bond Issue was closed with a loan coupon of 4.00%.

Conditional allocations will be made and conditional allocation letters distributed to the applicants on or about 27 November 2013.

The Private Placement and the Convertible Bond Issue are mutually conditional and subject to the approvals by an extraordinary general meeting of the Company which will be proposed in the notice to the extraordinary general meeting which is expected to be held on or about 18 December 2013 (the “EGM”), and are also contingent upon (a) amendments to the existing CAT-D charter contracts, (b) waivers and amendment agreements with the Company’s bondholders as well as (c) amended agreements with the Company’s syndicated bank facility.

Subject to the satisfaction of such conditions, settlement of the Private Placement and the Convertible Bond Issue is expected to take place on or about 23 December 2013. The shares issued in the Private Placement will be settled by delivery to a separate ISIN pending approval and publication of a listing prospectus. Pending such publication, the new shares will not be tradable on Oslo Børs. Following publication of the prospectus, the new shares will be transferred to the Company’s ordinary ISIN and thus automatically listed and tradable on Oslo Børs.

Following completion of the Private Placement, the Company intends to carry out the Subsequent Offering of up to 61 million shares at a subscription price of NOK 2.50, resulting in gross proceeds of up to approximately USD 25 million (NOK 152.5 million), in which the Company expects to grant shareholders holding less than 110,000 shares as of close of trading 22 November 2013 (and who were not allocated shares in the Private Placement) non-tradable subscription rights based on their shareholding as of that date (as registered in the VPS on 27 November 2013). Shareholders allocated shares in the Private Placement will not receive subscription rights, but subscription without subscription rights and oversubscription will be allowed. Shareholders holding shares through a nominee account may risk not receiving subscription rights.

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

Source: Songa Offshore

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