DOF ASA – Repurchase of convertible bonds
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
DOF ASA – Repurchase of convertible bonds
Reference is made to previous stock exchange announcements regarding (i) the rights issue (the "Rights Issue") by DOF ASA ("DOF" or the "Company") of 1,059,869,852 new shares with a nominal value of NOK 0.50 each (the "Offer Shares") at a subscription price of NOK 1.00 per Offer Share and (ii) the issuance of the new subordinated convertible bond loan with a nominal value of NOK 1,032.5 million (the "Subordinated Convertible Bond").
As described in the summons to the bondholder meeting dated 21 June 2016 and the prospectus related to the Rights Issue dated 8 July 2016, DOF would, as part of the refinancing, use the proceeds from the Rights Issue in excess of NOK 850 million to offer to repurchase bonds in the Subordinated Convertible Bond (the "Bonds").
DOF has accordingly repurchased Bonds for a total amount of NOK 208,859,518 in the Subordinated Convertible Bond at par value.
Immediately following settlement of the repurchase, the Company will hold Bonds with a total nominal amount of NOK 208,859,518 in the Subordinated Convertible Bond, equivalent to approximately 20% of the Subordinated Convertible Bond. The repurchased Bonds will be cancelled and the new outstanding amount under the Subordinated Convertible Bond will thereafter be NOK 823,640,482, convertible into a total of 823,640,482 new shares in the Company. Following completion of the Rights Issue, there are 1,170,921,200 shares issued in the Company, bringing the fully diluted number of shares in the Company to 1,994,561,682.
The Bonds in the Subordinated Convertible Bond may be converted to shares in the Company at any time until and including the maturity date on 6 July 2021. In order to exercise the conversion right, a bondholder must (i) via its broker or VPS account manager transfer the bonds to be converted to VPS account 06001.0444440 (belonging to the conversion agent Nordea), and then (ii) send the following instruction by email to Nordea at firstname.lastname@example.org and to DOF at email@example.com: a) Name and VPS account number to which the shares shall be delivered and b) the number of Bonds to be converted. Please also refer to the press release “INFORMATION TO BONDHOLDERS IN SUBORDINATED CONVERTIBLE BOND IN DOF ASA 2016/2021” published 5 August 2016 on www.newsweb.no, www.stamdata.no and www.dof.no.
The conversion will be effected by the Company issuing the relevant number of new shares calculated by dividing the principal amount of Bonds being converted by the conversion price (NOK 1.00). Bonds that are not converted prior to the maturity date will be redeemed by the Company by converting the Bonds into new shares in the Company.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
With a multi-national workforce in excess of 4,000 personnel, DOF is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With over 30 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity.
DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry.
The Company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentine, Egypt, Angola and Australia. DOF has been listed on the Oslo Exchange since 1997.
This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the company (the "Shares") in the United States, Norway or any other jurisdiction. The securities mentioned herein, including the subscription rights to subscribe for Shares (the "Subscription Rights"), have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). Neither the Shares nor the Subscription Rights may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any sale in the United States of the Shares or the Subscription Rights mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the Securities Act.
Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any Shares or acquire any subscription rights referred to in these materials except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at "qualified investors" in that Member State within the meaning of Article 2(1)(e) of the Prospectus Directive ("Qualified Investors"), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.
In the United Kingdom, these materials are only being distributed to and are only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
DNB Markets, a part of DNB Bank ASA, Nordea Markets and Pareto Securities (the "Joint Lead Managers") are acting for DOF and no one else in connection with the rights issue and will not be responsible to anyone other than DOF for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this communication.
This communication and any materials distributed in connection with this communication may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DOF's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.