Norwegian Energy Company ASA: Approval and publication of prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
As previously announced, Norwegian Energy Company ASA (the "Company" or “Noreco") has been preparing a prospectus (the “Prospectus”) in connection with the (i) listing of 15,585,635 shares issued in the private placement as announced on 26 July 2019 (the “Private Placement”), (ii) a partly underwritten subsequent offering of minimum 1,326,486 new shares and maximum 1,768,648 new shares in the Company (the "Subsequent Offering"), (iii) listing of subscription rights to subscribe for the new shares in the Subsequent Offering, and (iv) listing of convertible bonds issued in relation of the convertible bond loan in the principal amount USD 158,138,102 as announced on 26 July 2019.
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has today, 9 August 2019, approved the Prospectus.
Subject to applicable local securities laws, the Prospectus and the subscription form for the Subsequent Offering may be downloaded from www.noreco.com, https://www.arctic.com/secno/en/offerings/norwegian-energy-company-asa-subsequent-offering- and www.abgsc.no.
A hard copy of the Prospectus and the subscription form may be obtained from Arctic Securities, Haakon VII's gate 5, N-0123 Oslo, Norway, tel.: +47 21 01 30 40 or from ABG Sundal Collier ASA, Munkedamsveien 45e, 7thfloot, 0250 Oslo, Norway, +47 22 01 60 00.
Hard copies of the Prospectus and the subscription form will also be available at Noreco’s offices in Nedre Vollgate 1, N-0158 Oslo, Norway.
The subscription period for the Subsequent Offering will commence Monday 12 August 2019 and expire on 23 August 2019 at 16:30 CET. The subscription rights will be tradable in the subscription period. For more information, please refer to the Prospectus.
The shares issued in the Private Placement will be transferred from the interim VPS-account held by Arctic Securities AS to the relevant investors in the Private Placement and be tradeable on Oslo Børs. See stock exchange notice from Noreco announced on 26 July 2019 for further information.
For further information, please contact:
Frederik Rustad, Managing Director
Tel.: +47 22 33 60 00 or email: ir@noreco.com
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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.
IMPORTANT INFORMATION
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's financial advisors are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the securities transactions, the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other information in connection with the securities transactions may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions.
This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The securities transactions have not been made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the securities transactions in any jurisdiction in which such steps would be required.
Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares of the Company nor the shares or bonds issued in the securities transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made (if an offer is made). This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This document contains forward-looking statements. All statements other than statements of historical fact included in this information are forward-looking statements. Forward-looking statements are current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected 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 it will operate in the future.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.