DOF INSTALLER ASA – CONTEMPLATED PRIVATE PLACEMENT OF SHARES
DOF Installer ASA (“DOF Installer”) intends to raise gross proceeds of NOK 200 million through a private placement of shares by issuing a total of 10,000,000 new shares at a subscription price of NOK 20 per share. The total number of shares outstanding following completion of the contemplated private placement will be 23,931,000. The private placement will be subject to the approval of the required share capital increase at an Extraordinary General Meeting in DOF Installer expected to be held on or about 25 November 2010. DOF Installer is a subsidiary of the DOF Subsea group which is owned 51% by DOF ASA.
The application period will commence on 26 October 2010 and close on 2 November 2010 at 17:00 hours (CET). However, the application period may close earlier or be extended at DOF Installer's discretion.
DOFCON AS, a wholly owned subsidiary of DOF Subsea AS and the largest shareholder of DOF Installer, has committed to subscribe for, and will be allocated, approximately 67% of the new shares to be issued in the contemplated private placement in order to maintain its existing ownership, and has in addition fully underwritten the remaining portion of the private placement.
The purpose of the contemplated private placement of shares is to partly finance the construction of DOF Installer’s large anchor handling and subsea installation vessels currently being built at STX Europe in Norway (Aukra). After the sale of the shipbuilding contract for the first vessel (Skandi Vega) to DOF in January 2010, DOF Installer has had three such vessels under construction. The first of these vessels, Skandi Skolten, was delivered in July 2010, and commenced on a 1 year contract with DOF Subsea Norway AS in August 2010. The remaining two newbuilds, Skandi Hercules and Skandi Bergen, are expected to be delivered in December 2010 and July 2011, respectively.
Proceeds from the contemplated private placement of shares will primarily be used to partly finance the take-out payment to the yard and start-up costs in connection with the delivery of Skandi Hercules, as well as to fund various milestone payments on offshore cranes and other vessel equipment. DOF Installer will require additional equity capital funding prior to the expected delivery of Skandi Bergen in July 2011.
For further details in relation to the contemplated private placement, please refer to the investor presentation enclosed to the press release issued by DOF Installer (ticker: “DOFI”) on the OTC website (www.nfmf.no). Pareto Securities AS has been retained as manager in relation to the contemplated private placement of shares.
For further information, please contact:
CEO Mons Aase
Tel: +47 91 66 10 12
Important notice:
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 Installer 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 Installer, 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 Installer'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 Installer disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.