DOF ASA – Approval and publication of prospectus and commencement of subscription period
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 – Approval and publication of prospectus and commencement of subscription period
Reference is made to the stock exchange announcement dated 6 July 2016 in which DOF ASA ("DOF" or the "Company") announced that the extraordinary general meeting (the "EGM") had resolved to carry out a rights issue (the "Rights Issue") of minimum 750,000,000 and maximum 1,200,000,000 new shares (the "Offer Shares") at a subscription price of NOK 1.00 per Offer Share (the "Subscription Price").
The Rights Issue is carried out in connection with the implementation of the overall refinancing of the Company as further described in the stock exchange announcement dated 6 June 2016 and the Prospectus (as defined below).
At the EGM, the current nominal value of the shares in the Company of NOK 2.00 per share was resolved reduced to NOK 0.50 per share through a share capital reduction which is conditional upon the completion of the Rights Issue. As a result, the Offer Shares will, when issued, have a nominal value of NOK 0.50 per share.
The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has approved the Company's prospectus dated 8 July 2016 prepared in connection with the Rights Issue (the "Prospectus").
Allocation of Subscription Rights
Existing shareholders of the Company as of 6 July 2016 (registered as such in the Norwegian Central Securities Depository on 8 July 2016, (the "Record Date")) (the "Existing Shareholders"), will be granted transferable subscription rights (the "Subscription Rights") in the Rights Issue.
Each of the Subscriptions Rights provide preferential rights to subscribe for, and be allocated, one Offer Share at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder). Existing Shareholders will be allocated 10.80581 Subscription Rights for each share registered held on the Record Date, rounded down to the nearest whole Subscription Rights. For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 16 "Selling and transfer restrictions" and Section 15.9 "Subscription Rights" in the Prospectus.
Subscription period:
The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 11 July 2016 and expire at 16:30 hours (CET) on 25 July 2016 (the "Subscription Period").
Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 09:00 hours (CET) on 11 July 2016 to 16:30 hours (CET) on 25 July 2016 under the ticker code "DOF T". Subscription Rights that are not used to subscribe for Offer Shares or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the DOF shares trade above the Subscription Price during the Subscription Period. The Rights Issue will result in an immediate dilution of between approximately 87% and approximately 92% for Existing Shareholders who do not participate in the Rights Issue (if the minimum and maximum number of Offer Shares in the Rights Issue is issued, respectively).
Subscription Price:
NOK 1.00 per Offer Share.
Pre-commitment:
The Company's largest shareholder, Møgster Offshore AS, has committed to subscribe for 750,000,000 Offer Shares in the Rights Issue, which represents 135,408,000 Offer Shares in addition to the number of Offer Shares covered by its Subscription Rights. Møgster Offshore AS has not required allocation of Offer Shares in excess of the number of Offer Shares covered by its Subscription Rights. Consequently, Møgster Offshore AS will only receive additional allocation to the extent that the other Existing Shareholders and other holders of acquired Subscription Rights do not subscribe for their Subscription Rights.
Subscription procedure:
Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form to one of the subscription offices as set out in the Prospectus by 16:30 hours (CET) on 25 July 2016, or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.
Over-subscription and subscription without Subscription Rights is permitted.
Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and commencement of trading in the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 3 August 2016. The Offer Shares allocated in the Rights Issue are expected to be traded on the Oslo Stock Exchange from and including 4 August 2016.
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at www.dof.no, www.dnb.no/emisjoner, www.nordea.no/dof and www.paretosec.no from today, 11 July 2016. Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or one of subscription offices as set out in the Prospectus.
The Prospectus, including the subscription form, will, subject to regulatory restrictions in certain jurisdictions, be distributed to all Existing Shareholders on or about 11 July 2016.
DNB Markets, a part of DNB Bank ASA, Nordea Markets and Pareto Securities are acting as Joint Lead Managers in the Rights Issue. Pareto Securities is acting as DOF's financial advisor in connection with the refinancing.
Advokatfirmaet Thommessen AS is acting as DOF's legal adviser in connection with the refinancing.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
ABOUT DOF
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.
IMPORTANT INFORMATION
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.