Songa Offshore SE Announce USD 125 million convertible bond offering completed

Songa Offshore SE (“Songa Offshore” or the “Company”) announces today that it has successfully completed a USD 125 million convertible bond offering (the “New Convertible Bond”), which is the maximum amount in the range communicated on 30 March 2016.
The New Convertible Bond will be denominated in USD and issued by the Company as subordinated unsecured debt with maturity in 2022. The strike price will be 15% above the reference price set at NOK 0.15 per share. In addition, each investor allocated an amount in the New Convertible Bond will receive warrants at the new par value for shares (EUR 0.001) in the Company in an amount of 1,701,720 for each USD 100,000 of allocation, exercisable 12 to 36 months after issue. The New Convertible Bond will have semi-annual coupon payments of 2% per annum.
The New Convertible Bond will be issued as part of the comprehensive refinancing announced on 15 March 2016, and is expected to be settled around 20 April 2016 (subject to timely fulfilment of conditions). Completion of the New Convertible Bond is, inter alia, conditional upon the EGM in the Company scheduled on 13 April 2016 approving the required shareholder resolutions and by the Company’s bondholders in bondholders’ meetings for each of the SONG04, SONG05 and SONG06 bonds scheduled on 11 April 2016.
In this respect, the Company has received irrevocable undertakings to vote in favour of the Refinancing amounting to 71%, 72% and 88% of the voting bonds in SONG04, SONG05 and SONG06 respectively. In addition, the Company’s majority shareholder Perestroika AS and certain other shareholders have confirmed that they will vote in favour of the required resolutions at the EGM.

Perestroika AS, the Company’s majority shareholder and represented on the Board of Directors of Songa Offshore, has, when including the amount already committed through the bridge bond announced on 17 March 2016, been allocated USD 55.16 million in the New Convertible Bond.
ABG Sundal Collier ASA and Swedbank Norge, branch of Swedbank AB (publ.), are acting as joint lead managers and bookrunners for the New Convertible Bond and are acting as financial advisors to the Company in connection with the announced refinancing. Schjødt is acting as legal advisor to the Company.
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