Songa Offshore to Conduct Private Placement

Songa Offshore SE

Songa Offshore 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 US $62.5 million through a conversion of bonds into new shares equal to US $50 million, calculated on the basis of the price in the private placement. In addition, the term of the remaining US $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.