Contemplated private placement and successful e...

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES Songa Offshore SE ("Songa Offshore" or the "Company") has decided to conduct a private placement directed towards professional Norwegian and international investors after the close of the Oslo Stock Exchange today. The private placement will amount to up to 18,500,000 new shares, equivalent to up to approximately 17.5% of the current number of outstanding shares in the Company. In conjunction with the private placement, the Company will seek to cancel its Total Return Swap with Nordea Bank Norge ASA with 2,845,965 underlying shares in the Company. The purpose of the private placement is to ensure that the Company has sufficient financial capacity, and to reduce its overall debt obligations. The Company has made a successful exchange offer to the bondholders in the 3.25% Songa Offshore ASA Senior Unsecured Convertible Bond Issue 2007/2010. Upon completion, the exchange offer will lead to an overall debt reduction of Songa Offshore by USD 62.5 million through a conversion of bonds into new shares equal to USD 50 million, calculated on the basis of the price in the private placement. In addition, the term of the remaining USD 62.5 million will be extended by two years until June 2012. Completion of the exchange offer is subject to a bondholder resolution being passed with two-thirds majority, and pre-acceptance from bondholders holding more than two-thirds of the bonds has already been obtained. The price in the private placement will be determined through an accelerated bookbuilding process, and the minimum order has been set to the number of shares that equals an aggregate purchase price of at least the equivalent of NOK 1,000,000. The subscribers in the private placement will be delivered existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to share lending agreement for up to 15,300,000 shares, equivalent to 14.5% of the current number of outstanding shares in the Company, entered into between ABG Sundal Collier Norge ASA, Songa Offshore and Spencer Energy AS. The shares delivered to the subscribers will thus be tradable from the date they are allocated. A listing prospectus will be prepared in connection with the listing on the Oslo Stock Exchange of the new shares issued in the private placement and upon conversion of bonds. The bookbuilding period opens today at 18:00 CET (11 June 2009) and closes on 12 June 2009 at 10:00 CET. The joint lead managers may, however, at any time resolve to close or extend the book building period at their own discretion. Songa Offshore has retained ABG Sundal Collier Norge ASA, Carnegie ASA and SEB Enskilda AS as joint lead managers and joint bookrunners for the private placement and secondary sale of shares. Limassol, 11 June 2009 For further enquiries, please contact: Tom E. Jebsen, CFO (+47 2301 1431) *** NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES: The shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be offered within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") or an "Accredited Investor" as defined under Rule 501(A) of the US Securities Act and in reliance upon an exemption from the registration requirements in the US Securities Act, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Any US investor will be requested to sign and return an investor representation letter certifying that it is either a QIB or an Accredited Investor. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any country in which such offer, solicitation or sale would be unlawful. This information is subject of the disclosure requirements according to §5-12 vphl (Norwegian Securities Trading Act). This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
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