CONTEMPLATED PRIVATE PLACEMENT OF SHARES
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Austevoll, Norway, 12 September 2011
DOF ASA (“DOF” or the “Company”) has retained Pareto Securities AS and Nordea Markets (the “Managers”) to advise on, and effect, a contemplated private placement of new shares directed towards Norwegian investors and international institutional investors raising gross proceeds of NOK 600 million (the “Private Placement”).
Through the Private Placement, DOF will issue up to 20 million new shares. The subscription price will be determined through a book-building process with a price range of NOK 30.00–35.00 per share. At a subscription price of NOK 30 per share, the Private Placement is fully subscribed for by certain of the Company’s largest shareholders. The minimum order and allocation in the Private Placement has been set to the number of shares that equals an aggregate purchase price of at least the NOK equivalent of EUR 50,000. Proceeds from the Private Placement will be used to further grow the subsea organisation and for general corporate purposes.
The application period commences on 12 September 2011 at 17:30 hours CET and will close on 13 September 2011 at 08:00 hours CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion.
The Private Placement will be subject to customary corporate approvals, including the resolution by the board of directors to issue the new shares to be issued in the Private Placement. The board of directors may at its sole discretion cancel the Private Placement at any time prior to completion.
In order to facilitate prompt delivery of shares, subscribers in the Private Placement will receive already listed shares made available to the Managers by the majority shareholder Møgster Offshore AS pursuant to a share lending agreement. Consequently, all shares offered in the Private Placement will be tradable on Oslo Børs at the time of delivery to the subscribers.
The borrowed shares will be re-delivered to Møgster Offshore AS by issuance of the new shares pursuant to an authorisation granted to the board of directors of DOF by its shareholders in the annual shareholders meeting held on 26 May 2011.
Following, and subject to, the successful completion of the Private Placement, the board of directors of DOF intends to carry out a subsequent repair offering raising gross proceeds of up to NOK 30 million (at the same subscription price as in the Private Placement). The contemplated subsequent repair offering will be directed towards existing shareholders of the Company who did not participate in the Private Placement.
For further information, please contact:
Mons Aase, CEO
Tel: +47 91 66 10 12
This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. DOF does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for DOF, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in DOF's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
No assurance can be given that such expectations will prove to have been correct. DOF disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.