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     290  0 Kommentare Saga Pure ASA - Contemplated Equity Offering of Up to Nok 54 Million - Seite 2

    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 provide necessary liquidity and raise capital more quickly and, at an attractive price, compared to 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; (i) 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.

    IMPORTANT NOTICE
    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.

    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.

    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 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.

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    Saga Pure ASA - Contemplated Equity Offering of Up to Nok 54 Million - Seite 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE …