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Information Memorandum Saga Tankers

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Information Memorandum Saga Tankers INFORMATION MEMORANDUM SAGA TANKERS ASA This Information Memorandum has been prepared in connection with the merger of Saga Invest Holding AS and Strata Marine & Offshore AS, with settlement in shares in Saga Tankers ASA No shares or other securities are being offered or sold in any jurisdiction pursuant to this Information Memorandum 13 April 2015 IMPORTANT INFORMATION This information memorandum (the "Information Memorandum") has been prepared in order to provide information about Saga Tankers ASA ("Saga Tankers" or the "Company", and together with its subsidiaries, the "Saga Tankers Group" or the "Group") in connection with the merger between Saga Invest Holding AS ("SIH") and Strata Marine & Offshore AS ("Strata"), with settlement in shares in Saga Tankers (the "Transaction"), as further described herein. Completion of the Transaction is subject to, inter alia, the expiry of the mandatory creditor notification period pursuant to the Norwegian Public Limited Liability Companies Act (the "NPLCA") chapter 13 and the clarification of any, if any, objections by the creditors. The completion of the Transaction will be registered with the Norwegian Register of Business Enterprises (the "Business Register") around the middle or end of May 2015. For the definitions of terms used throughout this Information Memorandum, including the preceding pages, see Section 15 "Definitions and Glossary of Terms". The Information Memorandum does not constitute or form part of an offer or solicitation to purchase or subscribe for shares or other securities issued by the Company. This Information Memorandum has been submitted to Oslo Børs ASA ("Oslo Børs") for inspection and review before publication in accordance with Section 3.5 of Oslo Børs' "Continuing Obligations for Listed Companies" (the "Continuing Obligations"). This Information Memorandum is not a prospectus and has neither been inspected nor approved by Oslo Børs or the Financial Supervisory Authority of Norway in accordance with the rules that apply to a prospectus. This Information Memorandum has been prepared in an English version only. The Company has furnished the information in this Information Memorandum. The Company acknowledges responsibility for the information contained in this Information Memorandum and confirms, to the best of its knowledge and belief, having taken all reasonable care to ensure that such is the case), that the information contained in this Information Memorandum is in accordance with the facts and does not omit anything likely to affect the importance of the information. For information sourced from third parties, please refer to section 14.2 "Confirmation regarding sources". For information incorporated by reference, please refer to section 14.3 "Incorporation by reference". All inquiries relating to this Information Memorandum should be directed to the Company. No other person has been authorized to give any information about, or to make any representation on behalf of, the Company in connection with the Transaction or matters described herein. If any such information is given or representation made it must be relied upon as having been authorized by the Company. The information contained herein is as of the date of this Information Memorandum and is subject to change, completion or amendment without further notice. There may have been changes affecting the Company or the Group subsequent to the date of this Information Memorandum. The delivery of this Information Memorandum at any time after the date hereof shall, under any circumstances, imply that there has been no change in the Company's affairs or that the information set forth herein is correct as of any date subsequent to the date hereof. An investment in the Company involves inherent risks. Potential investors should carefully consider the risk factors set out in section 1 "Risk Factors" in addition to the other information contained 2 herein before making an investment decision. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment. The contents of this Information Memorandum are not to be construed as legal, business or tax advice. Any prospective investors should consult with its own legal adviser, business adviser and tax adviser as to legal, business and tax advice. The distribution of this Information Memorandum and any separate summary documentation may be restricted by law in certain jurisdictions and neither this document nor any such summary, constitutes an offer to sell, or a solicitation of an offer to buy, in any jurisdiction, any of the Shares or any other securities issued by the Company. This Information Memorandum has not been approved or recommended by any United States federal or state securities commission or regulatory authority nor have such entities confirmed its accuracy or adequacy. Any representation to the contrary is a criminal offence. THE SECURITIES DESCRIBED IN THIS INFORMATION MEMORANDUM HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S OF THE U.S. SECURITIES ACT). The financial information contained in this Information Memorandum relating to Saga Tankers has been prepared in accordance with the International Financial Reporting Standards ("IFRS"). This Information Memorandum presents financial information derived from Saga Tankers' audited consolidated financial statements as of, and for the years ended, 31 December 2011, 2012 and 2013, and from Saga Tankers' unaudited condensed consolidated financial statements as of, and for the twelve months ended, 31 December 2014, each as incorporated by reference hereto. This Information Memorandum shall be governed by Norwegian law. Any dispute arising in respect of this Information Memorandum is subject to the exclusive jurisdiction of the Norwegian courts, with Oslo District Court as legal venue. 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Information Memorandum contains forward-looking statements ("Forward Looking Statements"), including, without limitation, projections and expectations regarding the Company’s future financial position, business strategy, plans and objectives. When used in this document, the words "anticipate", "believe", "estimate", "expect", "seek to", "may", "plan" and similar expressions, as they relate to the Company, its subsidiaries or its management, are intended to identify Forward Looking Statements. Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company and its subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such Forward Looking Statements. Such Forward Looking Statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company and its subsidiaries will operate. Factors that could cause the Company’s actual results, performance or achievements to materially differ from those in the Forward Looking Statements include, but are not limited to: the competitive nature of the markets in which the Company and its subsidiaries operate; global and regional economic conditions; government regulations; changes in political events; and force majeure events. Some important factors that could cause actual results to differ materially from those in the Forward Looking Statements are, in certain instances, included in connection with such Forward Looking Statements and in Section 1 "Risk Factors" in this Information Memorandum. Any Forward Looking Statements contained in this Information Memorandum should not be relied upon as predictions of future events. Readers are cautioned not to place undue reliance on the Forward Looking Statements contained in this Information Memorandum, which represents the best judgment of the Company’s management as of the date of this Information Memorandum. Except as required by applicable law, the Company does not undertake responsibility to update these Forward Looking Statements, whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further public disclosures made by the Company. 4 TABLE OF CONTENTS 1 RISK FACTORS .......................................................................................................................... 6 2 RESPONSIBILITY FOR THE INFORMATION MEMORANDUM.................................................. 17 3 DESCRIPTION OF THE TRANSACTION .................................................................................... 18 4 PRESENTATION OF SAGA TANKERS ....................................................................................... 22 5 BOARD OF DIRECTORS, MANAGAMENT AND CORPORATE GOVERNANCE .......................... 27 6 BRIEF DESCRIPTION OF STRATA AND THE STRATA INVESTMENTS ....................................... 30 7 OVERVIEW OF MAIN MARKETS FOR SAGA TANKERS' AND STRATA'S INVESTMENTS .......... 35 8 CAPITAL RESOURCES ............................................................................................................. 51 9 SAGA TANKERS FINANCIAL INFORMATION ..........................................................................
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