Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Finans |
Industri | Investeringar |
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway, 27 August 2025
Saga Pure ASA ("Saga Pure" or the "Company") has engaged Arctic Securities AS (the "Manager") to advise on and effect a contemplated private placement in the Company of 90 million new shares in the Company (the "New Shares") directed certain existing shareholders of the Company, raising gross proceeds of NOK 121.5 million (the "Private Placement"). The subscription price per New Share (the "Offer Price") is NOK 1.35 per New Share.
The existing shareholder Tycoon Industrier AS (the "Underwriter") has, subject to customary conditions, accepted to be allocated New Shares that are not applied for during the Application Period (as defined below) for up to NOK 121.5 million pursuant to the underwriting agreement entered into with the Company (the "UWA"). In the case of applications from other existing shareholders, during the application period in the Private Placement, the Underwriter may be scaled back to its, including its affiliates', pro-rata share to accommodate for such interest.
The net proceeds from the Private Placement will be used to (i) pursue the Company's strategy (ii) to strengthen the Company's financial flexibility and (iii) for general corporate purposes.
The application period for the Private Placement will commence today, on 27 August 2025 at 16:30 hours (CEST) and is expected to close no later than 28 August 2025 at 08:00 hours (CEST) (the "Application Period"). The Company, in consultation with the Manager, reserves the right to at any time and in its sole discretion resolve to close or extend the Application Period or to cancel the Private Placement in its entirety without further notice. If the Application Period is shortened or extended, any other dates referred to herein may be amended accordingly.
The final number of New Shares will be determined at the end of the Application Period, and the final allocation will be made at the sole discretion of the Company's board of directors (the "Board" after consulting with the Manager. Only existing shareholders of the Company or such shareholders' close associates may receive allocation in the Private Placement. Further, allocation will be based on criteria such as (but not limited to), existing direct or indirect ownership in the Company, timelines of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated New Shares in the Private Placement.
Settlement of the New Shares will be facilitated on a delivery versus payment (DVP) basis facilitated by a share lending agreement entered into between the Company, the Manager and Tycoon Industrier AS (the "Share Lending Agreement").
Completion of the Private Placement is subject to (i) all necessary corporate resolutions of the Company required to implement the Private Placement being validly made, including the Board resolving to allocate and issue of the New Shares by use of a board authorisation granted by the general meeting of the Company held on 28 May 2024 (the "Authorisation"), (ii) the share capital increase pertaining to the issuance of the allocated New Shares being validly registered with the Norwegian Register of Business Enterprises and the allocated New Shares being validly issued and registered in VPS, (iii) the UWA remaining in full force and effect, and the (iv) Share Lending Agreement remaining in full force and effect. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The Board has considered the contemplated Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and deems that the proposed Private Placement would be in compliance with these requirements. The Board holds the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, and the Private Placement is structured to ensure that a market-based subscription price is achieved. In order to limit the dilutive effect of the Private Placement and to facilitate equal treatment, the Board will consider carrying out a subsequent offering directed towards shareholders who were not offered participation in the Private Placement (see details below).
The Subsequent Offering
The Company may, subject to completion of the Private Placement, and certain other conditions (including among others (i) approval by the Board, (ii) the prevailing market price of the Company's shares being higher than the Subscription Price and (iii) approval and publication of a prospectus (if relevant)), propose to carry out a subsequent offering of New Shares at a subscription price equal to the Subscription Price in the Private Placement (the "Subsequent Offering") which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 27 August 2025 (as registered in VPS two trading days thereafter), who, (i) were not offered participation in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advisors
Arctic Securities AS are acting as manager and sole bookrunner in connection with the Private Placement. Ro Sommernes Advokatfirma DA is acting as the Company's legal advisor.
For further information, please contact:
Espen Lundaas, CEO, +47 924 31 417
Tore Jakob Berg, CFO, +47 934 80 202
About Saga Pure | www.sagapure.com
Important information:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or its securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation 2017/1129 as amended together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements, inter alia in relation to the Private Placement and the New Shares, in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not provide any guarantees that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this document.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.