Songa Offshore SE : USD 125 million convertible bond offering completed

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY APPLICABLE LAW.

 

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.

 

 

This press release is not being made in or into the United States of America, Canada, Australia, Japan, South Africa or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The New Convertible Bond and the shares referred to herein will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. Accordingly the Bonds will only be offered or sold (i) within the United States, or to or for the account or benefit of U.S. persons, only to Qualified Institutional Buyers ("QIBs") as defined in Rule 144A under the U.S. Securities Act, in offering transactions not involving a public offering and (ii) outside the United States in offshore transactions in accordance with Regulation S. Any purchaser of the New Convertible Bond in the United States, or to or for the account of U.S. persons, will be deemed to have made certain representations and acknowledgements, including without limitation that the purchaser is a QIB.

 

This press release is directed only at persons who (i) are outside the United Kingdom or (ii) have professional experience in matters relating to investments who fall within Article 19(5) ("investment professionals") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) are persons falling, within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Order (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. In addition, if and to the extent that this press release is communicated in, or the offer of securities to which it relates is made in, any EEA member state, this press release and the offering described herein are only addressed to and directed at persons in that member state who are "qualified investors" within the meaning of Directive 2003/71/EC (as amended, and together with any applicable implementing measures in any member state) (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state.

 

ABG Sundal Collier and Swedbank Norge, branch of Swedbank AB (publ.) are acting for the Company and no one else in connection with the offer of the New Convertible Bond and will not be responsible to any other person for providing the protections afforded to their client, or for providing advice in relation to the proposed offer of the New Convertible Bond.

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Songa Offshore SE via Globenewswire

HUG#2001404