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MANDATORY OFFER DOCUMENT Mandatory offer to acquire all outstanding - PDF document

NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN MANDATORY OFFER DOCUMENT Mandatory offer to acquire all outstanding Shares in S.D. Standard Drilling Plc made by Saga Tankers ASA Offer Price: NOK 1.35 in cash per Share in S.D.


  1. NOT FOR DISTRIBUTION IN OR INTO CANADA, AUSTRALIA OR JAPAN MANDATORY OFFER DOCUMENT Mandatory offer to acquire all outstanding Shares in S.D. Standard Drilling Plc made by Saga Tankers ASA Offer Price: NOK 1.35 in cash per Share in S.D. Standard Drilling Plc Acceptance Period: From and including 17 June 2015 to and including 15 July 2015 at 17:30 CET Financial Advisor to the Offeror and Receiving Agent Legal Advisor to the Offeror THIS OFFER DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR SIMILAR ACTS. 17 June 2015

  2. IMPORTANT INFORMATION Please refer to Section 8 ("Definitions and Glossary of Terms") for definitions and glossary of terms, which also apply to the preceding pages. This offer document (the " Offer Document ") has been prepared by Saga Tankers ASA (the " Offeror " or " Saga Tankers ") in order to document the terms of the Offeror's mandatory cash offer (the " Offer " or the " Mandatory Offer ") to acquire all outstanding shares (the " Shares ") in S.D. Standard Drilling Plc (" SDSD ") in the period from and including 17 June 2015 to and including 15 July 2015 at 17:30 CET (the " Acceptance Period "). The offer price per Share is NOK 1.35 (the " Offer Price "). This Offer can be accepted in the Acceptance Period, i.e the period from and including 17 June 2015 to and including 15 July 2015 at 17:30 CET. SDSD has its registered office in Cyprus, while its Shares are listed on Oslo Axess. Thus, pursuant to article 4 of the Take Over Directive, matters of legal nature related to the offer process, including matters concerning the compensation offered in connection with the offer, and in particular the Offer Price, the offer procedure, information on the Offeror's decision to present a bid, the content of this Offer Document and publication of the Offer, will be regulated by Norwegian law. Matters of legal nature related to information to employees and company law questions, including questions concerning the thresholds at which mandatory offer obligations are triggered and possible exemptions from the mandatory bid obligation are regulated by Cypriot law. This Offer Document and the Offer have been reviewed and approved by the Oslo Stock Exchange (" Oslo Børs ") in its capacity as takeover supervisory authority pursuant to section 6-14 of the Norwegian Securities Trading Act. All matters to be dealt with under Cypriot law, as described above, are subject to the supervision of the Cyprus Securities and Exchange Commission in its capacity as the takeover supervisory authority of Cyprus. The Offer is made to all Shareholders who can legally receive this Offer Document and accept the Offer. With the exception of the Offeror, no person is entitled or authorized to provide any information or make any representations in connection with the Offer other than the information included in this Offer Document. If such information or representation is provided or made by any other party than the Offeror, such information or representation, as the case may be, should not be relied upon as having been provided or made by or on behalf of the Offeror. Shareholders must rely upon their own examination of this Offer Document. Each Shareholder should study this Offer Document carefully in order to be able to make an informed and balanced assessment of the Offer and the information that is discussed and described herein. Shareholders should not construe the contents of this Offer Document as legal, tax or accounting advice, or as information necessarily applicable to each Shareholder. Each Shareholder is urged to seek independent advice of its own financial and legal advisors prior to making a decision to accept the Offer. The information on SDSD presented in this Offer Document is based on publicly available information. Consequently, neither the Offeror nor any of the Offeror's advisors can accept any responsibility or liability for the accuracy or completeness of the Offer Document in terms of the information on SDSD. 2 of 33

  3. Unless otherwise indicated, the information contained herein is current as of the date hereof and the information is subject to change, completion and amendment without notice. The distribution of this Offer Document does not and shall not imply in any way that the information included herein continues to be accurate and complete at any date subsequent to the date of this Offer Document. The Offeror does not assume any responsibility for the accuracy or completeness of, or any responsibility to update, the information regarding SDSD included in this Offer Document unless otherwise required by applicable law. This Offer Document has been prepared in the English language only. Swedbank Norge, branch of Swedbank AB (" Swedbank Norge ") is acting as sole financial advisor to Saga Tankers in connection with the Offer (the " Financial Advisor "). Swedbank Norge also serves as receiving agent for the Offer and receiving agent in connection with the Offer (and is in this capacity referred to as the " Receiving Agent "). The Financial Advisor is acting solely as advisor to the Offeror (and no one else) in relation to the Offer. The Financial Advisor makes no representation or warranty, express or implicit, as to the accuracy or completeness of any information, and nothing contained in this offer Document is, or shall be relied upon, as a promise or representation by the Financial Advisor. No fairness opinion has been prepared by Swedbank Norge in connection with the Offer. 3 of 33

  4. OFFER RESTRICTIONS General The distribution of the Offer Document or any separate summary documentation regarding the Offer, and the making of the Offer, may in certain jurisdictions (including, but not limited to, Canada, Australia and Japan), be restricted by law (the " Restricted Jurisdictions "). Therefore, persons obtaining the Offer Document or into whose possession the Offer Document otherwise comes, are required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Offeror does not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer Document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an Acceptance Form sent from such a country may be disregarded as non-binding on the Offeror. Accepting Shareholders must thus not use mails in Restricted Jurisdictions, or any means, instrumentality or facility for any purpose directly or indirectly relating to the acceptance of the Offer in or from such jurisdictions. Envelopes containing Acceptance Forms may not be postmarked or otherwise dispatched from such jurisdictions and all accepting Shareholders must provide addresses outside of such jurisdictions for receipt of the Offer Document or the return of the acceptance form, as the case may be. This Offer Document does not represent an offer to acquire or obtain securities other than the Shares. Among SDSD's foreign Shareholders or Shareholders registered as nominee accounts in the VPS, there are, to the Offeror's knowledge, currently no residents in Canada, Australia and Japan. However, the Offeror cannot exclude the possibility that residents in Canada, Australia and Japan holds Shares through nominee accounts. Canada Neither this Offer Document nor any copy of it may be taken or transmitted into Canada or distributed or redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules. Australia The Offer is not being made directly or indirectly in or into and may not be accepted in or from Australia. Accordingly, if any copies of this Offer Document (and any accompanying documents) are mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer and any purported acceptance by or on behalf of an Australian resident will be invalid. No document in connection with the Offer has been lodged with the Australian Securities & Investments Commission which has not approved the Offer in Australia. 4 of 33

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