Noreco: Specification of Timeline and Settlement Mechanics relating to the Proposed Amendments to the NOR13 Subordinated Convertible Bond Terms

Oslo, 21 November 2022: Reference is made to the stock exchange notices published on 8 November 2022 where Norwegian Energy Company ASA ("Noreco" or the "Company") announced summons for a written resolution (the “Summons”) with proposed amendments to the Company's outstanding USD 165,229,319 2019/2027 convertible bond loan with ISIN NO0010851520 issued by Noreco and listed on Oslo Børs (“NOR13”), and that the written resolution in respect of the NOR13 amendments had been resolved and approved by the Company's bondholders. The amendments to the NOR13 bond terms (“Bond Terms”) pursuant to the agreed form amendment and restatement agreement (the “Amendment Agreement”) are further subject to the approval of the Company’s extraordinary general meeting (“EGM”) to be held on 30 November 2022, as previously announced by the Company on 8 November 2022. Capitalised terms used, but not defined herein, will have the meaning ascribed to such terms in the Summons.

 
Set out below is an outline of important dates and deadlines in connection with the EGM, the entering into of the Amendment Agreement (if the amendments to NOR13 are approved by the EGM), and the expected date for issuance of the Compensation Bonds (as defined in the Amendment Agreement).

Those NOR13 bondholders who would like to exercise their Conversion Right in connection with the amendment to NOR13 instead of receiving Compensation Bonds, can exercise their Conversion Right up and until the Effective Time Notice Date. Their Bonds will not be converted to Shares until the EGM has approved the amendments, and these converting bondholders will also receive Shares for the full amount of accrued interest until the issue date of the Shares.

 
The timeline is as follows: 

30 November 2022: 

• EGM to be held
• Effective Time Notice Date (subject to EGM approval).  This is the latest date for exercising the conversion right prior to the amendments and all NOR13 bondholders who would like to convert their NOR13 bonds including accrued interest into shares in the Company in connection with the amendments, must ensure that the conversion notice is delivered to the paying agent (by following the procedure set out in Clause 12 of the Bond Terms) by COB on 30 November 2022

7 December 2022:

• Effective Time for Amendment Agreement to enter into force 
• Record Date for the Compensation Bonds.  The Compensation Bonds will be issued to registered bondholders in the CSD on this date. 

14 December 2022:

• Compensation Bonds Issue Date - where the Compensation Bonds will be issued on a separate ISIN until and subject to approval by the Norwegian Financial Supervisory Authority of a prospectus to be prepared by Noreco in connection with the application for listing of the Compensation Bonds on Oslo Børs
• Delivery date of converted shares 

Following the Effective Time, the bondholders’ conversion rights will be regulated by the amended Bond Terms. 

This information is subject to the disclosure requirements pursuant to Section 5 -12 the Norwegian Securities Trading Act.

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Contacts:
Cathrine Torgersen, EVP Investor Relations & ESG
Email: ct@noreco.com
Phone: + 47 915 28 501

 

About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore industry. The Company's shares are listed on the Oslo Stock Exchange (ticker NOR). For further information, please visit: www.noreco.com.