Approved prospectus and details regarding subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Stavanger, 30 October 2012:

Reference is made to the stock exchange announcements made by Norwegian Energy Company ASA (“Noreco” or the “Company”) dated 1 October 2012, 2 October 2012 and 26 October 2012 regarding (i) a private placement (the "Private Placement") of 108,108,108 new shares in the Company (the "New Shares"), (ii) the subsequent offering (the "Subsequent Offering") of up to 18,918,918 additional shares in the Company (the "Offer Shares"), and (iii) the issue of a new bond loan in the amount of NOK 300,000,000 (the "Bond Loan").

The Financial Supervisory Authority of Norway has on 29 October 2012 approved a prospectus (the "Prospectus") for (i) listing of the New Shares on Oslo Børs, (ii) offering and listing of the Offer Shares on Oslo Børs and (iii) listing of the Bond Loan on Oslo Børs.

Following the Private Placement, an increase in the share capital by NOK 335,135,134.80, equivalent to 108,108,108 new shares, is expected to be registered with the Norwegian Register of Business Enterprises on or about 30 October 2012. The New Shares will automatically be listed on Oslo Børs at the time of such registration. Following the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 1,091,048,168.20, divided into 351,951,022 shares, each with a nominal value of NOK 3.10.

The Subsequent Offering will be directed towards existing shareholders of the Company holding less than 400,000 shares in the Company as of 28 September 2012, as registered in the Norwegian Central Securities Depository (the "VPS") on 3 October 2012 (the “Record Date”), who were not allocated New Shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Eligible Shareholders”). Each Eligible Shareholder will be granted 0.32056 non-tradable subscription rights for each share registered as held by such Eligible Shareholder as of the Record Date rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for, and be allocated, one Offer Share. Over-subscription and subscription without subscription rights will not be allowed in the Subsequent Offering. Subscription rights not used to subscribe for Offer Shares before the end of the subscription period will lapse without compensation to the holder, and consequently be of no value.

The subscription period for the Subsequent Offering commences 30 October 2012 and expires at 16:30 hours (CET) on 13 November 2012. The subscription price per Offer Share is NOK 3.70, equal to the subscription price in the Private Placement.

The Prospectus and subscription form for the Subsequent Offering is available at www.noreco.com, www.dnb.no/emisjoner, www.paretosec.com or www.sebenskilda.no and in hard copy by contacting one of the subscription offices mentioned below.

An information letter that includes information about where the Prospectus and the subscription form will be available, the number of subscription rights allocated to the Eligible Shareholder and certain other matters relating to the shareholding will be distributed to all Eligible Shareholders on or about 30 October 2012.

The subscription rights can be exercised by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to one of the following subscription offices:

Norwegian residents with a Norwegian personal identification number can subscribe online by accessing one of the web pages above.

Any questions or requests for assistance concerning the Subsequent Offering should be directed to one of the subscription offices mentioned above.

DNB Markets, a part of DNB Bank ASA, Pareto Securities AS and Skandinaviska Enskilda Banken AB (publ) Oslo Branch (SEB Enskilda), are acting as joint lead managers and joint bookrunners for the Private Placement and the Subsequent Offering, and SpareBank 1 SR-Bank ASA is acting as co-manager for the Private Placement.

For further information about the Private Placement and the Subsequent Offering, reference is made to the Prospectus.

Contacts:

Einar Gjelsvik, CEO (+47 992 83 856)
Kjetil Bakken, VP Investor Relations (+47 91 889 889)

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This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company 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 Australia, Canada, Japan or the United States.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
 

About Norwegian Energy Company ASA

Noreco is an independent Norwegian oil company. The company’s focus is to explore, develop and produce oil and gas in the North Sea region. Since incorporation in 2005, the company has grown through license rounds, successful exploration and acquisitions. Noreco operates in Norway, Denmark and United Kingdom, and employs around 70 oil and gas professionals. Noreco is listed on the Oslo Børs (ticker NOR).

For further information, please visit: www.noreco.com