Songa Offshore Successfully Completes Private Placement

Songa Offshore SE

Songa Offshore has announced the successful completion of a private placement of 18,080,000 shares directed towards professional Norwegian and international investors after the close of the Oslo Stock Exchange on June 11, 2009. The substantially oversubscribed placement was done at a price of NOK 23.70 per share, and the capital increase represents approximately 17.2% of the outstanding shares in the Company. In conjunction with the private placement, the Company cancelled their Total Return Swap with Nordea Bank Norge ASA with 2,845,965 underlying shares in the Company. The total gross proceeds from the private placement and the cancellation of the Total return Swap is approximately NOK 496 million.

The Company made a successful exchange offer to the bondholders in the 3.25% Songa Offshore ASA Senior Unsecured Convertible Bond Issue 2007/2010. The exchange offer will lead to an overall debt reduction for Songa Offshore by US $62.5 million through a conversion of bonds into 13,459,916 new shares (the exact number of shares may be adjusted due to rounding). In addition, the terms of the remaining US $62.5 million of the bond issue will be exchanged into a LIBOR+12% senior unsecured bond issue with maturity June 2012. Completion of the exchange offer is subject to a bondholder resolution being passed with two-thirds majority. Signed pre-acceptance agreements from bondholders holding more than two-thirds of the bonds have already been received.

Through the private placement, the share capital of the Company will be increased by EUR 3,469,391 by the issue of 31,539,916 new shares. After the issue of the shares placed in the private placement, Songa Offshore's share capital will be EUR 15,053,221, consisting of 136,847,460 shares with a nominal value of EUR 0.11 per share.

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 agreements for up to 18,080,000 shares, equivalent to approximately 17.2% of the current number of outstanding shares in the Company, entered into between ABG Sundal Collier Norge ASA, Songa Offshore, and Spencer Energy AS, respectively. 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 to be issued in connection with the private placement and upon conversion of bonds.

The issue was managed by the investment banks 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.