Contemplated private placement

Report this content

Norse Energy Corp. ASA (“NEC” ticker code OSE – NEC, Oslo, Norway, U.S OTCQX symbol “NSEEY”) is contemplating to raise up to NOK 300 million in new equity, and has retained Pareto Securities AS and Carnegie ASA as Joint Lead Managers and joint book-runners, and Handelsbanken as sales agent (together the “Managers”) to advise on and effect a private placement of new shares directed towards Norwegian investors and international institutional investors. The price will be determined through a book-building process starting at NOK 4,10 per share. The book-building period opens today (11 January 2010) at 17:30 CET and closes on 12 January 2010 at 08:30 CET. The Board of NEC may, however, at any time resolve to close or extend the book building period at its own discretion, but it will in no event close earlier than 11 January 2010 at 19:00 CET. The minimum order in the private placement has been set to the number of shares that equals an aggregate purchase price of at least the NOK equivalent of EUR 50,000. Use of proceeds is financing of growth opportunities in the US and Brazil. The refinancing of NEC’s bond portfolio, coupled with the contemplated new equity issue, puts the company in a strong financial position to implement its growth strategy. NEC reached its production target in the US of 12,000 Mcf/day (2,137 boe/day) by year end 2009 and is looking to double this by year end 2010. A new production record was also set at the Manati field in Brazil (Norse Energy do Brasil 10% working interest) on 13 December 2009, when the field produced 7.71 MMm3 (4,560 boe/day net to Norse). Manati production averaged 5.85 MMm3/day (3,678 boe/day net to Norse) in the fourth quarter, which represented an increase of ~7% compared to the third quarter 2009. The demerger will enable two uniquely positioned companies to pursue additional growth and M&A opportunities in the individual markets where they operate. Subscribers in the private placement will be delivered shares in NEC on the same basis as the currently outstanding shares in NEC. Hence the new shares will be part of the demerger whereby each ordinary share in NEC will be entitled to one new share in the Brazilian offshore company following the demerger. In the demerger, the value split is 60% to the US company and 40% to the Offshore Brazil company and the same will apply to the contemplated new equity. Furthermore, NEC’s bondholders in December 2009 pre-approved the split, whereby approximately USD 42 million in bonds follow Offshore Brazil and the remaining approximately USD 90 million changes borrower to the US (after early repayment of 15% of outstanding amounts). The demerger is subject to approval in the Extraordinary General Meeting (“EGM”) called for on 28 January 2010. For the sake of clarity, subscribers in the private placement will not be entitled to vote in the EGM. The contemplated private placement is subject to approval in a separate EGM which will be called for immediately after closing of the private placement. The EGM is expected to be held on or about 2 February 2010. The new shares to be issued in the Private Placement will not be tradable until the share capital increase has been resolved by the EGM, the shares have been fully paid, the share capital increase has been registered in the Norwegian Register of Business Enterprises, and a listing prospectus has been approved by Oslo Børs. Payment for allocated shares will be on or about 3 February 2010 and delivery of shares is expected to take place on or about 10 February 2010. Subject to a successful completion of the Private Placement, the Board of Directors will contemplate to conduct a subsequent repair offering of up to NOK 60 million directed at shareholders of the Company as of 11 January 2010 that were not offered or invited to participate in the Private Placement. Subject to a successful completion of the Private Placement, the shares in the Company will trade without the right to participate in the proposed subsequent repair offering from and including tomorrow 12 January 2010 (ex-date). The Company will announce the number of shares placed and the final subscription price in the Private Placement through a stock exchange notice expected to be sent before opening of Oslo Stock Exchange tomorrow. The shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the `U.S. Securities Act`), or any state securities laws, and will be offered within the United States only to qualified institutional buyers (`QIB`), as defined in Rule 144A under the U.S. Securities Act (`Rule 144A`), through affiliates of the Managers, in reliance upon the exemption from the registration requirements provided by section 4(2) of the U.S. Securities Act Rule 144A, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. Please find enclosed a general corporate presentation of Norse Energy Corp. ASA. For further information, please contact: Anders Kapstad, CFO Tel: +47 67 51 61 12 Cell: +47 918 17 442 Email: akapstad@norseenergy.com www.norseenergycorp.com

Documents & Links