NORECO - SUBSEQUENT OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN
NORECO - SUBSEQUENT OFFERING
Stavanger, 19 October 2009: Norwegian Energy Company ASA ("Noreco" or the "Company" - OSE:NOR):
Pursuant to the authority granted by the Extraordinary General Meeting in Noreco on 14 October 2009 (the "EGM") and with reference to the private placement of 80,000,000 new shares effected in September (the "Private Placement"), the Company has resolved to conduct a subsequent repair offering (the "Subsequent Offering") of up to 7,100,000 new shares, with a separate tranche of up to 160,000 shares reserved for employees of the Company.. The Subsequent Offering may generate up to NOK 106.5 million in gross proceeds to the Company.
Shareholders of the Company who as at 22 September 2009, as recorded by the shareholder register in the VPS on 25 September 2009, held 60,000 or less Noreco shares and who did not participate in the Private Placement (the "Eligible Shareholders"), will be given partial preferred allocation in the Subsequent Offering. The preferred allocation implies that each such Eligible Shareholder that participates in the Subsequent Offering will be allocated the right to subscribe for 0.5 new shares for each share held as at 22 September 2009. For technical settlement purposes the Eligible Shareholders will receive 1 non-transferable preferential right per 1 share owned as at 22 September 2009. 1 such preferential right represents a right to subscribe for 0.5 new shares. These preference rights will be non-transferable and non-tradable and will only serve as an instrument for the allocation and settlement process in connection with the Subsequent Offering.
A separate tranche of the Subsequent Offering has been reserved for employees of the Company who did not participate in the Private Placement (the "Employee Tranche"). The Employee Tranche in the Subsequent Offering will consist of up to 160,000 new shares offered to all persons being employees of the Company who did not participate in the Private Placement. The preferred allocation of the new shares will be determined by the Company's Board of Directors
The subscription price in the Subsequent Offering will be NOK 15 per share, the same as the subscription price in the Private Placement.
The subscription period will commence on 20 October 2009, and expires at 17:30 hours (CET) on 27 October 2009.
A prospectus dated 19 October 2009 (the "Prospectus"), containing detailed information regarding terms of the Subsequent Offering, has been approved by Oslo Børs and will be sent by post to all Eligible Shareholders. The Prospectus will also be available electronically on Noreco's web site www.noreco.com or www.sebenskilda.no. Detailed allocation principles and other terms of the Subsequent Offering are described in this Prospectus.
The Subsequent Offering is managed by SEB Enskilda AS (the "Manager"). Advokatfirmaet Schjødt DA has acted as legal counsel to the Manager in connection with the Subsequent Offering. The Company's legal counsel is Arntzen de Besche Advokatfirma AS.
The subscription office for the Subsequent Offering is:
SEB Enskilda AS
Filipstad Brygge 1, 0113 Oslo
Tel: +47 21 00 85 00
Fax: +47 21 00 89 00
For further information, please contact:
Einar Gjelsvik, Vice President Strategy & Investor Relations, +47 992 83 856
* This press release is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In particular, the securities referred to in this announcement have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"), or under the securities legislation of any state of the United States, and may not be offered or sold in the United States. The securities are being offered and sold outside the United States in "offshore transactions", as defined in, and in accordance with, Rule 903 of Regulation S under the Securities Act. No public or other offering of securities of the Company has been or will be made in connection with the Private Placement in the United States.
This press release may contain certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. Any forward-looking statements contained in this press release, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company, the Manager or any of their affiliates or advisors provide any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this press release or the actual occurrence of the forecasted developments. Neither the Company nor the Manager assume any obligation to update any forward-looking statements or to conform these forward-looking statements to actual results.