Dolphin Group ASA to extend debt maturities and improve financial position
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To pro-actively strengthen its financial position and extend debt maturities, Dolphin Group ASA (the "Company" or “Dolphin”) has today mandated Arctic Securities AS (the “Manager”) in connection with a proposed amendment of terms of the Company's two bond loans, DOLP01 (ISIN: NO0010662901) and DOLP02 (ISIN: NO0010697220) (the “Bond Amendment Offer”).
In conjunction with the Bond Amendment Offer, a revised amortization profile for the Company’s main bank facility has been agreed, and the Company’s board of directors has, on the condition that the Bond Amendment Offer is approved at a bondholder meeting, resolved to propose a directed equity issue of new ordinary shares in the Company (the “Private Placement”) to be approved by an Extraordinary Shareholder Meeting (the “EGM”).
The main elements of the proposed amendments and transactions are:
(i) Extension of the maturity for both DOLP01 (ISIN: NO0010662901) and DOLP02 (ISIN: NO0010697220) with 15 months, resulting in new maturity dates of 14 February 2018 (DOLP01) and 5 March 2019 (DOLP02). The Company has received support from a significant proportion of its bondholders in each of DOLP01 and DOLP02 to vote in favour for the proposal at a bondholder meeting;
(ii) Amendment of the amortization profile of the group’s main bank facility. In addition, USD 20 million of the bank facility will not be amortized but rolled into a bullet loan maturing in Q2 2019; and
(iii) Issuance of 70,000,000 new ordinary shares in the Company in the Private Placement at a subscription price to be determined through an accelerated bookbuilding exercise. The Private Placement will be directed towards certain Norwegian and international institutional investors. The net proceeds from the Private Placement will be used to strengthen the Company’s balance sheet and liquidity position as well as for general corporate purposes.
All of these amendments and transactions will be contingent upon each other and will in combination strengthen the Company’s balance sheet.
Completion of the Private Placement is subject to (i) a bondholder meeting in each of Dolphin’s bond issues with OSE ticker ‘DOLP01’ and ‘DOLP02’ extending the maturity date of the bonds until 14 February 2018 and 5 March 2019, respectively (with further details as outlined in the summons to the bondholder meeting); (ii) finalization of bank documentation for amending the amortization profile of the group’s main bank facility; (iii) necessary corporate resolutions being made, including approval from shareholders at an EGM expected to be held on or about 13 May 2015; and (iv) the shares having been fully paid and legally issued.
The application period for the Private Placement will commence on 21 April 2015 at 16:30 hours CET and close on 22 April 2015 at 08:00 hours CET. The Company reserves the right to at any time and in its sole discretion resolve to close or to extend the application period. The minimum application in the Private Placement will be the NOK equivalent of EUR 100,000.
The conditional allocation of new shares in the Private Placement will be determined at the discretion of the Company's Board of Directors in consultation with the Manager, on or about 22 April 2015, subject to any shortening or extension of the application period.
The new shares issued in the Private Placement will not be listed or tradable on Oslo Børs until a listing prospectus for such shares has been approved by the Norwegian Financial Supervisory Authority, expected to be during May 2015. The new shares will be issued under a separate ISIN following the EGM. The Company shall endeavour to enter into a share loan agreement which will give the subscriber a right to tradable shares immediately after approval of the Private Placement at the EGM.
Subject to the successful completion of the Private Placement, the Board of Directors of the Company intends to propose to the EGM to conduct a subsequent offering directed towards shareholders as of 21 April 2015 who were not given an opportunity to participate in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful or, (other than Norway) would require any filing, registration or similar action.
Dolphin expects to report Q1 2015 consolidated revenues of approximately USD 120 million, which represents a growth of 50% compared to Q1 2014 (USD 80 million). Multi-Client contributes an estimated USD 9 million to the revenues. These significant year-on-year improvements in revenues are primarily attributable to high fleet utilisation and good contract performance from our marine contract and processing segments.
Preliminary EBITDA and EBIT figures show USD 30 million (25%) and USD 12 million (10%) respectively, with net income before tax expected at USD 6 million.
Dolphin’s total cash and cash equivalents position was USD 53 million as of 31 March 2015.
Complete financial results for Q1 2015 will be announced on 6 May 2015.
For further information, please contact:
Atle Jacobsen, CEO
Mobile: +47 97 71 53 36
E-mail: atle.jacobsen@dolphingeo.com
Erik Hokholt, CFO
Mobile: +47 90 75 60 64
E-mail: erik.hokholt@dolphingeo.com
Dolphin Group ASA
Helsfyr Atrium
Innspurten 15
0663 OSLO, NORWAY
Phone: +47 22 07 15 30
Fax: +47 22 07 15 31
www.dolphingeo.com
Dolphin Group ASA is the Parent company of Dolphin Geophysical AS, a global full -range, asset light supplier of marine Geophysical services. Dolphin operates a fleet of new generation, high-capacity seismic vessels and offers contract seismic surveys, Multi-Client projects and processing services on a worldwide basis.
Dolphin Group ASA is listed at Oslo Stock Exchange (OSE ticker: DOLP).