Norse Announces Conversion of ~ $12.5 Million of Bonds held by Pioneer Funds and Offer to Remaining Bondholders
January 26, 2012
Norse Energy Corp. ASA (“Norse”, with “NEC” ticker Oslo Stock Exchange, Norway; “NSEEY” ticker U.S. OTC) announces that it has entered into an agreement with funds managed by Pioneer Investment Management, Inc. (collectively, “Pioneer funds”) to convert bonds in NEC02 at nominal value USD 12,455,050 into Norse shares. The transaction is structured in two tranches:
In tranche one, the Pioneer funds subscribe for 21,195,456 new ordinary shares in Norse at a subscription price of NOK 0.37 per share against delivering bonds with nominal value USD 1,331,463. The equity issue will be settled by conversion of the Pioneer funds’ claim on Norse from the purchase of these bonds, while Norse will pay the Pioneer funds the accrued interest. The shares are issued under the power of attorney granted the Board of Directors of Norse in the Extraordinary General Meeting on 22 November 2011. The new shares have nominal value of NOK 0.36883488 per share.
In tranche two, the Pioneer funds shall deliver bonds with nominal value of up to USD 11,123,587.00 against receiving new ordinary shares in Norse at a subscription price of NOK 0.37 per share. These shares will be issued in the settlement of the Conversion Offer as described below, as the Pioneer funds have pre-subscribed for such shares in the Conversion Offer.
The subscription price of NOK 0.37 per new share represents a 48% premium to the closing price for the Norse shares at the Oslo Stock Exchange on 25 January 2012.
The agreement with the Pioneer funds means that Norse reduces its outstanding NEC02 bond debt by approx. USD 12.5 million and improved its equity capital with a corresponding amount.
“Through this transaction with the Pioneer funds and other deals as previously announced, Norse has reduced its debt by approximately USD 37 million since the middle of 2011 through asset sales and issuance of equity above the market price. Norse is thereby taking significant steps to strengthen the financial condition of the company”, commented Norse CEO Mark Dice. “We welcome a new major shareholder in the Pioneer funds”, concluded Dice.
Conversion Offer to remaining bondholders
Norse is pleased to announce an offer to all its bondholders to convert bonds to equity in a book-building process that will be held open from Thursday 26th January 08.00 CET until Friday 27th January 2012 17.00 CET (the “Conversion Offer”). Holders of Norse bonds are offered to tender their bonds at par value for new shares in Norse at a subscription price of NOK 0.37 or such higher price as set in the book-building process. Accrued interest for the tendered bonds will be paid in cash upon settlement. The Conversion Offer is limited to 297,260,031 shares, being the remaining amount available under the power of attorney granted the Board of Directors of Norse in the Extraordinary General Meeting on 22 November 2011. Shares will be allocated pro-rata in case of over-demand however Pioneer through its pre-subscription is guaranteed allocation of shares at the subscription price set in the book-building.
Settlement of the Conversion Offer is expected to take place on or about 6 February 2012 following a prospectus for the new shares being filed and approved by Finanstilsynet (Norwegian Financial Supervisory Authority).
Holders of bonds in Norse may contact Pareto Securities AS Fixed Income at +47 2287 8770 to participate in the Conversion Offer.
About Pioneer Investments
Pioneer Investments is a global investment management firm with USD 209.7 billion of total assets under management as at 31 December 2011. The firm provides a wide range of investment solutions including mutual funds and structured products to clients that include institutions, corporations, intermediaries and private investors around the world. With offices in 27 countries, Pioneer employs approximately 2,000 staff.
Pioneer Investment Management, Inc. is a U.S. investment advisory subsidiary of Pioneer Investment Management USA Inc., the North American operating subsidiary of Pioneer Global Asset Management S.p.A., which is a wholly-owned subsidiary of UniCredit S.p.A. Pioneer Funds Distributor, Inc. is the firm’s U.S. distribution subsidiary. Pioneer Investments is a trading name of the Pioneer Global Asset Management S.p.A.
Other information
Norse holds a significant land position of approximately 150,000 net acres in New York State of which approximately 110,000 net acres are in the Marcellus and Utica shale fairway in Central NY.
This press release is a disclosure under the Norwegian Securities Trading Act Section 5-2 and applicable listing rules of the Oslo Stock Exchange.
For further information, please contact:
J. Chris Steinhauser, Chief Financial Officer
Phone: +1 716 568-2048 Email: csteinhauser@norseenergy.com
S. Dennis Holbrook, Chief Legal Officer
Cell: +1 716 713-2489 Email: dholbrook@norseenergy.com