Saga Tankers ASA: Resolution from Oslo Børs concerning Saga Tankers
Reference is made to the stock exchange notice dated 23 July 2014 regarding Saga
Tankers ASA's (the "Company") entry into a demerger plan for certain assets
owned by Ferncliff TIH 1 AS (the "Transaction"), the detailed stock exchange
announcement regarding the Transaction dated 25 July 2014 and the information
memorandum regarding the Transaction dated 10 September 2014.
In connection with the Transaction, the Company has supplied Oslo Børs with a
report on the Company's satisfaction of the requirements for admission to stock
exchange listing on Oslo Axess, cf. the Continuing Obligations section 12.1. In
accordance with the Continuing Obligations section 12.1 (3), Oslo Børs requested
that the Company submitted a document that meets the requirements for the
content of an application for admission to stock exchange listing, cf. the
Listing Rules section 3.4. The Company submitted such document to Oslo Børs.
In the latter report it is stated, inter alia, the following regarding the
requirements on minimum spread of the Company's shares (cf. the Listing Rules
section 2.4.1), spread of share ownership (cf. the Listing Rules section 2.4.2)
and the board of directors (cf. the Listing Rules section 2.3.2):
Minimum spread of the Company's shares:
The shareholder register of the Company per 12 September 2014 showed that less
than 25 % of the shares in Saga Tankers ASA is spread amongst persons not
connected to the Company or owning shares of more than NOK 10,000.
Spread of share ownership:
The Company's shares are per 12 September 2014 divided on a total of 133
shareholders. This number will not be affected by the Transaction.
The Company had on 12 September 2014 58 shareholders which each owned shares
with a value of at least NOK 10 000 (based on a stock price of NOK 1.80 per
share, corresponding to the closing price on 12 September 2014.
Board of directors:
The Company's board of directors consists of Øystein Stray Spetalen (chairman),
Martin Nes and Brita Eilertsen. Brita Eilertsen is independent of the Company's
management, material business contacts and the Company's larger shareholders.
With respect to the two former requirements (minimum spread of the Company's
shares and share ownership, cf. the Listing Rules section 2.4.1 and 2.4.2), the
Company informed that a placement towards new investors may be in the Company's
interest in the future if the Company finds a need for additional equity and
liquidity. In connection with such a placement the majority shareholder will
also consider a sale of shares. However, the Company is of the view that a
placement is not in the Company's interest for the time being.
Based on the reports and circumstances described above, Oslo Børs on 15 October
2014 made the following resolution:
Resolution:
Oslo Børs considers that Saga Tankers is not suitable for continued listing
based on the current ownership structure and composition of the board of
directors. The company is granted a period of three months from the date of this
letter to satisfy the Listing Rules sections 2.3.2, 2.4.1 and 2.4.2.
Documentation for satisfaction of the listing requirements are hereby requested
to be supplied to the stock exchange within the time limit mentioned above. If
such documentation has not been made available within the mentioned time limit,
Oslo Børs will initiate a process which may lead to a delisting of the company's
shares from Oslo Axess, cf. the Continuing Obligations section 15.1. It is also
noted that any other material changes relating to the company which affects the
satisfaction of other listing requirements will be assessed correspondingly.
For further information, please contact:
CEO Espen Lundaas
+47 92 43 14 17
This information is subject of the disclosure requirements acc. to §5-12 vphl
(Norwegian Securities Trading Act)
[HUG#1863376]