Approved prospectus and launch of 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, 20 December 2013:
Reference is made to previous stock exchange announcements from Norwegian Energy Company ASA ("Noreco" or the "Company", ticker "NOR") concerning the NOK 430 million Private Placement and restructuring of bonds first announced on 21 October 2013, as well as the announced subsequent repair offering of up to NOK 100 million (the "Subsequent Offering").
The Financial Supervisory Authority of Norway has on 20 December 2013 approved a prospectus (the "Prospectus") for the Subsequent Offering, as well as listing on Oslo Børs of the shares issued in the Private Placement on Oslo Børs the new bonds issued by the Company as part of the refinancing.
The Subsequent Offering will be directed towards existing shareholders of the Company holding less than 1,000,000 shares in the Company as of 22 October 2013, as registered in the Norwegian Central Securities Depository (the "VPS") on 25 October 2013 (T+3)(the "Record Date"), who were not allocated 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 5.998310 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 be allowed in the Subsequent Offering. In the event that not all issued subscription rights are exercised, subscribers who have subscribed on the basis of subscription rights and who have over-subscribed, will be allocated further offered shares proportionally to the number of subscription rights they have exercised. Any offered shares remaining after allocation to the holders of subscription rights, including any allocated shares as a result of an over-subscription, will be allocated to other investors based on their pro rata subscribed amount.
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 23 December 2013 and expires at 16:30 hours (CET) on 13 January 2014. The subscription price per Offer Share is NOK 0.10, 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.arcticsec.no, www.paretosec.com or www.swedbank.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 23 December 2013.
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:
|Arctic Securities ASA
Haakon VII gate 5
P.O. Box 1833 Vika
N-0123 Oslo, Norway
Tel +47 21 01 30 40
Fax +47 21 01 31 36
|Pareto Securities AS
Dronning Mauds gate 3
P.O. Box 1411 Vika
0115 Oslo, Norway
Tel: +47 22 87 87 00
Fax: +47 22 87 87 15
Filipstad Brygge 1
P.O. Box 1441 Vika
N-0115 Oslo, Norway
Tel: +47 04010
Fax: +47 23 23 80 11
Norwegian residents with a Norwegian personal identification number can subscribe online by accessing one of the web pages above.
The Offer Shares are expected to be delivered to the subscribers in the Subsequent Offering on or about 21 January 2014 and be listed and tradable on Oslo Børs on or about 21 January 2014.
All subscriptions for offer shares are irrevocable. You are strongly encouraged to read the Prospectus carefully before deciding if you would like to subscribe in the offering. Any questions or requests for assistance concerning the offering should be directed to the Joint Bookrunners; Arctic Securities ASA, Pareto Securities AS and Swedbank.
Following the completion of the Private Placement and conversion and split of the currently outstanding A-shares (see separate notice today), the total number of issued shares in the Company will be 4,656,094,082. Total gross proceeds from the Subsequent Offering will be up to approximately NOK 100 million. Following completion of the Subsequent Offering, the total number of issued Shares in the Company will be between 4,656,094,082 and 5,656,094,082.
The new bonds issued as part of the Company's refinancing are expected to be listed and tradable on Oslo Børs from 27 December 2013.
For further information about the Private Placement and the Subsequent Offering, reference is made to the Prospectus.
Ørjan Gjerde, CFO (+47 900 35 738)
This press release does not constitute 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 the Australia, Canada, Japan or the United States.
Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Noreco has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, Noreco undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.
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