Saga Pure ASA – Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.Oslo, 14 December 2020.Reference is made to the stock exchange release from Saga Pure ASA (“SAGA ” or the “Company”) published on 14 December 2020 regarding a contemplated private placement (the “Private Placement”). The Company is pleased to announce that it has raised NOK 73.5 million in gross proceeds through the Private Placement of 35,000,000 new shares (the “Offer Shares”), at a price per share of NOK 2.10 (the “Subscription Price”). Fearnley Securities AS acted as Sole Manager and Bookrunner (the “Manager”) for the Private Placement.The Private Placement was well oversubscribed and upsized from the initially contemplated amount of 30 million Offer Shares based on the strong investor demand. The net proceeds from the Private Placement will be used to strengthen the Company’s working capital and investment capacity in the green investment universe and for general corporate purposes.Notifications of allotment of the Offer Shares including settlement instructions will be sent to the applicants through a notification from the Manager on or about 15 December 2020. Settlement for the Private Placement is expected to be on or about 17 December 2020 (DVP, T+2). The delivery of New Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Euronext Expand, pursuant to a share lending agreement between the Manager and the Company’s largest shareholder, Øystein Stray Spetalen. Accordingly, the shares delivered to the investors will be tradable upon delivery.In order to settle the share loan, the Company’s Board of Directors has resolved to issue 35,000,000 new shares in the Company pursuant to an authorisation granted by the Company’s annual general meeting. Consequently, the share capital of the Company will be increased with NOK 350,000. Following registration of the Private Placement, the Company will have 409,149,831 shares outstanding, each with a par value of NOK 0.01. The Company has resolved to carry out a subsequent offering of up to 4 million new shares in the Company (the “Subsequent Offering”) to limit the dilutive effect of the Private Placement. In the Subsequent Offering, the shareholders in the Company as of 14 December 2020, as registered in the VPS on 16 December 2020, who were not invited to subscribe for Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would require any prospectus filing, registration or similar action, will receive subscription rights that may be used to subscribe for new shares in the Subsequent Offering. The subscription rights will not be listed and subscription without subscription rights will not be allowed in the Subsequent Offering. Oversubscription will be allowed. The subscription price in the Subsequent Offering will be the same as in the Private Placement, i.e. NOK 2.10 per share. Launch of the Subsequent Offering will be conditional upon; (i) the prevailing market price of the Company’s shares, (ii) relevant corporate resolutions being passed by the Company’s Board of Directors, and (iii) approval and publication of a prospectus by the Norwegian Financial Supervisory Authority. Subject to satisfaction of the abovementioned conditions, the Subsequent Offering will be carried out pursuant to an authorization to increase the share capital held by the Board of Directors and with a two-week subscription period. Further information about the Subsequent Offering will be given by means of separate stock exchange notice.The waiver of the preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion of the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding and the Subsequent Offering to be carried out, the Board has concluded that the completion of the Private Placement on the proposed terms at this time is in the mutual interest of the Company and its shareholders, and considers that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and the Oslo Stock Exchange’s Circular no. 2/2014.Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in connection with the Private Placement.For additional information, please contact:Bjørn Simonsen, CEO, +47 97 17 98 21
Espen Lundaas, CFO, +47 92 43 14 17This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act