Norwegian Energy Company ASA: Commencement of Subscription Period for the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
As previously announced, Norwegian Energy Company ASA (the "Company" or “Noreco”) will carry out an partly underwritten subsequent offering of minimum 1,326,486 new shares and maximum 1,768,648 new shares in the Company (the "Subsequent Offering"). The Subscription Period will commence today, 12 August 2019.
Allocation of Subscription Rights:
Subscription Rights (as defined below) to subscribe for the new shares in the Subsequent Offering will be allocated only to shareholders of the Company that (i) were registered as holders of shares in the Company as of 16 October 2018 who were recorded in the Company's register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) as of expiry of 18 October 2018 (the “Record Date”), (ii) who were not offered or invited to participate in the private placement as announced on 26 July 2019, and (iii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (each such shareholder an “Eligible Shareholder”, and collectively, “Eligible Shareholders”). For each share recorded as held in the Company as of expiry of the Record Date, each Eligible Shareholder will be entitled to allocation of approximately 0.46310 subscription rights (the “Subscription Right(s)”), rounded down to the nearest whole Subscription Right. One (1) Subscription Right will give the right to subscribe for one (1) Offer Share. Each Subscription Right will, subject to applicable law, give the right to subscribe for, and be allocated, one new share in the Subsequent Offering. Over-subscription is permitted. Subscription without Subscription Rights is not permitted.
The grant or purchase of Subscription Rights and the subscription of new shares in the Subsequent Offering by persons who are resident in, or citizens of countries other than Norway, may be affected by the laws of the relevant jurisdiction. For a further description of such restrictions, reference is made to Section 24 "Selling and Transfer Restrictions" in the prospectus for the Subsequent Offering (the «Prospectus»).
The Subscription Period will commence today on 12 August 2019 and expire at 16:30 hours CEST on 23 August 2019, subject to extension.
The Subscription Rights will be listed and tradable on Oslo Børs from 12 August 2019 under the ticker code "NORT". The Subscription Rights will be tradable in the Subscription Period.
Subscription Rights that are not used to subscribe for new shares in the Subsequent Offering or sold before the expiry of the Subscription Period (16:30 CEST on 23 August 2019, subject to extension) will have no value and will lapse without compensation to the holder.
The Subscription Rights will have economic value if the Company's shares trade above the subscription price of NOK 185 during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights to subscribe for new shares in the Subsequent Offering will experience a dilution of their shareholding in the Company, see Section 6.3 "Dilution" of the Prospectus.
NOK 185 per offer share.
In order to subscribe for new shares in the Subsequent Offering, investors need to complete the subscription form, and submit it to one of the subscription offices as set out in the Prospectus by 16:30 hours CEST on 23 August 2019. Subject to applicable local securities laws, the Prospectus and the subscription form for the Subsequent Offering may be downloaded from www.noreco.com, https://www.arctic.com/secno/en/offerings/norwegian-energy-company-asa-subsequent-offering- and www.abgsc.no.
A hard copy of the Prospectus and the subscription form may be obtained from Arctic Securities, Haakon VII's gate 5, N-0123 Oslo, Norway, tel.: +47 21 01 30 40 or from ABG Sundal Collier ASA, Munkedamsveien 45e, 7th floor, 0250 Oslo, Norway, +47 22 01 60 00.
Hard copies of the Prospectus and the subscription form will also be available at Noreco’s offices in Nedre Vollgate 1, N-0158 Oslo, Norway. Subscribers who are Norwegian residents with a Norwegian personal identification number who wish to subscribe for Offer Shares are encouraged to do so through the VPS online subscription system.
Partly underwritten Subsequent Offering:
Kite Lake Capital Management (UK) LLP, Taconic Capital Advisors UK LLP and CQS (UK) LLP, and funds affiliated with, advised or managed by them, have guaranteed the subscription of new shares in the Subsequent Offering for an aggregated amount of USD 30,000,000. In the event that the Subsequent Offering should not be fully subscribed, the guarantee can get called upon by the Company as soon as possible after the expiry of the Subscription Period.
Please refer to section 22.14 of the Prospectus for further information about the underwriting arrangement.
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder information about the Subsequent Offering/Subsription Rights in accordance with its usual customer relations procedures. Eligible 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 Subsequent Offering. Please refer to section 22.7 of the Prospectus for more information regarding Financial Intermediaries.
Payment and delivery of offer shares:
Payment date for subscribers of new shares in the Subsequent Offering is 30 August 2019. Subject to timely payment of the entire subscription amount in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises on or about 30 August 2019 and that the shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 2 September 2019, subject to timely payment by such subscribers.
ABG Sundal Collier ASA and Arctic Securities AS act as joint lead managers, and Advokatfirmaet BAHR AS acts as legal advisor, to Noreco in the Subsequent Offering.
For further information, please contact:
Frederik Rustad, Managing Director
Tel.: +47 22 33 60 00 or email: firstname.lastname@example.org
About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore industry. The company's shares are listed on the Oslo Stock Exchange (ticker NOR). For further information, please visit: www.noreco.com.
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's joint lead managers are acting exclusively for the Company and no one else, and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the securities transactions, the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other information in connection with the securities transactions may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about, and to observe, any such restrictions.
This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The securities transactions have not been made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the securities transactions in any jurisdiction in which such steps would be required.
Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. The shares of the Company nor the shares or bonds issued in the securities transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This document contains forward-looking statements. All statements other than statements of historical fact included in this information are forward-looking statements. Forward-looking statements are current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which it will operate in the future.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.