OSLO: Saga Pure ASA is contemplating an equity offering through the issue of up to 30 million shares at a price per Offer Share to be determined in a bookbuilding process, a news release said.

The net proceeds will increase the Company’s investment capacity in the green investment universe. Fearnley Securities AS has been retained as Sole Manager and Bookrunner for the Equity Offering.

The Offer Shares will be issued under the Board of Directors’ existing authorization to increase the share capital.

The Company’ largest shareholder Øystein Stray Spetalen has (through controlled company Tycoon Industrier AS) pre-committed to subscribe for 3 million Offer Shares, and will be given full allocation. The Company’s CEO Bjørn Simonsen has (through controlled company Simonsen Invest AS) pre-committed to subscribe for an amount corresponding to NOK 1 million, and will be given full allocation.

The net proceeds from the Equity Offering will be used to strengthen the Company’s working capital and for general corporate purposes.

The application period opens on 29 December 2020, at 16:45 CET and ends at 08:00 CET on 30 December 2020.

The Company may, in its own discretion, extend or shorten the application period at any time and for any reason. The minimum application and allocation amount in the Equity Offering has been set at the NOK equivalent of EUR 100,000.

The Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from relevant prospectus and registration requirements are available. Allocation of the Offer Shares will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, with preference for existing shareholders.

Notification of the allocation is expected to be sent by the Manager on or about 30 December 2020. Settlement of the Equity Offering is expected on or about 5 January 2021 on the basis of existing and already listed shares under a borrowing arrangement with Øystein Stray Spetalen.

The Equity Offering will be carried out as a private placement and the Board is of the opinion that this is in the best interest of the Company and its shareholders.

The Board has taken into consideration, among other things, the fact that the Equity Offering will give the Company the possibility to raise capital quickly and at a price per Offer Share expected to be higher than in a rights issue. The Board will also consider implementing a subsequent repair issue towards eligible shareholders to limit the dilutive effects of the Equity Offering.

The Equity Offering is directed towards investors subject to applicable exemptions from relevant prospectus requirements, (i) outside the United States to non-US persons in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act in transactions that are exempt for registration under the US Securities Act.

The completion of the Equity Offering by delivery of Offer Shares is subject to all necessary corporate resolutions being validly made by the Company, including without limitation, the Company’s board of directors resolving to approve the Private Placement and issue the Offer Shares pursuant to its existing authorization to increase the share capital.

Advokatfirmaet CLP DA acts as Norwegian legal counsel to the Company in connection with the Private Placement.