SOURCE: Songa Offshore SE

January 27, 2010 02:45 ET

Songa Offshore SE announces $200,000,000 senior notes offering

LIMASSOL, CYPRUS--(Marketwire - January 27, 2010) -

Not for Distribution or Release in Australia, Canada or Japan

Songa Offshore SE (Oslo Stock Exchange: SONG) ("Songa") today announced that it has launched an offering of $200,000,000 aggregate principal amount of senior notes (the "Notes"). The Notes are expected to have a maturity of seven years and are guaranteed on a senior basis by certain of its subsidiaries. Net proceeds from the offering will be used to repay existing indebtedness and for general corporate purposes.

Following the closing of the offering, Songa expects to conduct an exchange offer pursuant to which it will offer to exchange its secured fixed rate bond due 2011 and its floating rate bond due 2012 for additional Notes.

About Songa:

Songa is a provider of offshore drilling services. With its fleet of six rigs, it currently operates in the North Sea, offshore North and West Australia and offshore North and West Africa. Songa is headquartered in Limassol, Cyprus.

The Notes and the related guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Accordingly, the Notes and the related guarantees are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States in accordance with Regulation S under the Securities Act.

The offering is being made by means of an offering memorandum. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

Promotion of the Notes in the United Kingdom is restricted by the Financial Services and Markets Act 2000 (the "FSMA"), and accordingly, the Notes are not being promoted to the general public in the United Kingdom. This announcement is for distribution only to persons who (i) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order")), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, trusts and certain persons connected with them") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in, any EEA member state that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member state, the "Prospectus Directive"), this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state who are qualified investors within the meaning of the Prospectus Directive or in any other circumstances falling within Article 3(2) of the Prospectus Directive (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state. This announcement does not constitute a prospectus within the meaning of the Prospectus Directive or an offer to the public.

This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)

Pål Martin Bakken


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