Saga Pure ASA: Launch of subsequent offer to buy back own shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR OTHER MEASURES.
(Oslo, Norway, 18 June 2026)
Reference is made to the stock exchange notice published by Saga Pure ASA (SAGA) (the "Company") on 8 June 2026 regarding a reverse offer to purchase up to 67,487,842 shares in the Company for a price of up to NOK 1.60 per share (the "Initial Offer"), and to the stock exchange announcement made on 15 June 2026 regarding the result of the Initial Offer.
UPDATED FINAL RESULT OF INITIAL OFFER
On 15 June 2026, the Company announced that it had resolved to purchase a total of 21,567,715 shares in the Company at a price of NOK 1.60 per share, for an aggregate consideration of NOK 34,508,344. The final number of shares purchased under the Initial Offer has been reduced to 21,202,715 shares, for an aggregate consideration of NOK 33,924,344.
SUBSEQUENT OFFER TO BUY BACK OWN SHARES
Following close of the bookbuilding period for the Initial Offer, the Company has received indications of interest from shareholders in the Company who also wish to sell their shares to the Company on the terms and conditions set out in the Initial Offer. Against this background, and in order to reduce the Company's capital and consequently optimize the Company's capital structure, the Company hereby launches a subsequent offer to buy back up to 46,285,127 existing shares in the Company (the "Subsequent Offer"), corresponding to the remaining number of shares that the Company may acquire under the authorization to acquire own shares granted to the Company's board of directors (the "Board") by the Company's annual general meeting on 26 May 2026, at a price of NOK 1.60 per share (the "Offer Price").
The acceptance period for the Subsequent Offer commences today, on 18 June 2026, and expires on 1 July 2026 at 16:30 hours (CEST) (the "Acceptance Period").
The Subsequent Offer will be made through the facilities of the Norwegian Central Securities Depository (Euronext Securities Oslo, "VPS"). Shareholders wishing to accept the Subsequent Offer by selling all or part of their holding of shares in the Company at the Offer Price may submit their acceptances (the "Acceptance") by submitting the electronic acceptance form (the "Acceptance Form") available on the Manager's (as defined below) website prior to expiry of the Acceptance Period: https://www.arctic.com/offerings
The Acceptance is irrevocable and cannot be amended or withdrawn, in whole or in part, once the Acceptance Form has been submitted.
Notification of allocation is expected to be made on or about 2 July 2026, and payment for acquired shares is expected to take place on or about 7 July 2026.
In the event the Company receives acceptances exceeding the maximum size of the Subsequent Offer (up to 46,285,127 shares), allocation will to the extent possible be made on a pro rata basis relative to the volume accepted for sale by each selling shareholder, with the objective of treating all shareholders equally based on their submitted Acceptances. Each selling shareholder will be bound to sell the number of shares allocated to it, even if the allocated number of shares is lower than the number of shares such shareholder has accepted for sale under the Subsequent Offer.
The Company reserves the right, at its sole discretion, to amend, terminate or withdraw the Subsequent Offer at any time prior to its completion. Completion of the Subsequent Offer is subject to approval by the Board.
The Company has not prepared, and will not prepare, any offer document in connection with the Subsequent Offer.
The Company has a total of 674,878,423 shares issued. Prior to the Subsequent Offer, the Company holds 21,202,715 own shares, corresponding to approx. 3.14% of the Company's share capital.
Arctic Securities AS (the "Manager") acts as sole bookrunner in connection with the Subsequent Offer. Shareholders wishing to sell shares in the Subsequent Offer may also contact the Manager at +47 971 83 609 to submit irrevocable Acceptances.
For further information, please contact:
Henrik A. Christensen, Chairperson
+47 909 67 683
This information is considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange notice was published by Eldar Paulsrud, on the date and time as set out in the release. This information is subject to the disclosure requirements under the EU Market Abuse Regulation art. 17 and Section 5-12 of the Norwegian Securities Trading Act.
Important note
The Subsequent Offer contemplated herein and the distribution of this announcement and other information in connection with the Subsequent Offer may be restricted by law in certain jurisdictions, and the Subsequent Offer is not made in any jurisdiction in which this would be unlawful, require registration or other measures. The Company accepts no responsibility for any violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is not an offer document and, as such, does not constitute an offer or the solicitation of an offer to subscribe to, acquire or sell shares in the Company.
This announcement contains forward-looking statements. All statements, other than statements of historical fact, included herein, including without limitation, statements regarding the Subsequent Offer, are forward-looking statements that involve risks and uncertainties. There can be no assurances that such statements will prove to be accurate, and actual results could differ materially from those anticipated in such statements.