DOF ASA News
Private placement of shares completed
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Austevoll, Norway, 13 September 2011
Reference is made to the stock exchange notice dated 12 September 2011 regarding a contemplated private placement of shares in DOF ASA (“DOF” or the “Company”). On 12 September 2011, DOF completed the placement of the shares resulting in the issuance of a total of 20 million new shares at a subscription price of NOK 30 per share raising gross proceeds of NOK 600 million (the “Private Placement”). The Private Placement was over-subscribed.
The shares to be delivered to subscribers in the Private Placement will consist of already listed shares made available by DOF’s majority shareholder, Møgster Offshore AS, pursuant to a share lending agreement. Consequently, all shares delivered to subscribers other than Møgster Offshore AS in the Private Placement will be tradable on Oslo Børs at the time of allocation.
The borrowed shares will be re-delivered to Møgster Offshore AS by issuance of new shares pursuant to an authorisation granted to the board of directors of DOF by its annual shareholders’ meeting held on 26 May 2011. The new shares will be listed and tradable on Oslo Børs once the prospectus has been approved by the Norwegian Financial Supervisory Authority.
The following primary insiders participated in the Private Placement:
‐ Møgster Offshore AS (the Company’s majority shareholder) was allocated 10,666,000 new shares, resulting in a total shareholding in DOF following completion of the Private Placement and re-delivery of the borrowed shares of 56,876,050 shares, equal to 51.22%.
‐ Helge Møgster (chairman and one of the main owners of Møgster Offshore AS) was allocated 54,000 shares, resulting in a total shareholding in DOF following completion of the Private Placement of 290,930 shares, equal to 0.26%.
‐ Kanabus AS (100% owned by the board member Oddvar Stangeland) was allocated 186,000 shares, resulting in a total shareholding in DOF following completion of the Private Placement of 987,684 shares, equal to 0.89%. In addition, Oddvar Stangeland personally owns 20,000 shares.
‐ Helge Singelstad (board member) was allocated 12,000 shares, resulting in a total shareholding in DOF following completion of the Private Placement of 12,000 shares, equal to 0.01%.
‐ Moco AS (100% owned by the CEO Mons S. Aase) was allocated 140,000 shares, resulting in a total shareholding in DOF following completion of the Private Placement of 638,100 shares, equal to 0.57%.
‐ Djupedal AS (100% owned by the CFO Hilde Drønen) was allocated 26,000 shares, resulting in a total shareholding in DOF following completion of the Private Placement of 46,000 shares, equal to 0.04%. In addition, Hilde Drønen personally owns 10,675 shares.
Following completion of the Private Placement, the number of shares in DOF will be increased by 20 million shares to 111.0 million shares, each with a nominal value of NOK 2.00, resulting in a total share capital of NOK 222 million.
The board of directors of DOF intends to carry out a subsequent repair offering of up to 1 million new shares at a subscription price of NOK 30 per share (being identical to the subscription price in the Private Placement) raising gross proceeds of up to NOK 30 million. The contemplated subsequent repair offering will be directed towards existing shareholders of the Company as of 12 September 2011 (as recorded in the VPS on 15 September 2011) who did not participate in the Private Placement. The DOF share will be traded exclusive of the right to participate in the contemplated subsequent offering from and including 13 September 2011. The contemplated subsequent offering will be launched as soon as possible after the publication of a prospectus, which is subject to the approval by the Norwegian Financial Supervisory Authority.
Pareto Securities AS and Nordea Markets acted as joint managers and bookrunners in connection with the Private Placement.
For further information, please contact:
Mons S. Aase, CEO
Tel: +47 91 66 10 12
This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. DOF 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 United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any member State, the "Prospectus Directive"), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
This announcement is only directed at (a) persons who are outside the United Kingdom; or (b) investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (c) persons falling within Article 49(2)(a) to (d) of the Order; or (d) persons to whom any invitation or inducement to engage in investment activity can be communicated in circumstances where Section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to (a) forecasts, projections and estimates, (b) statements of management's plans, objectives and strategies for DOF, such as planned expansions, investments or other projects, (c) costs, capacities or rates, start-up costs, cost reductions and profit objectives, (d) various expectations about future developments in DOF's markets, particularly prices, supply and demand and competition, (e) results of operations, (f) margins, (g) growth rates, (h) risk management, as well as (i) statements preceded by "expected", "scheduled", "targeted", "planned", "proposed", "intended" or similar statements.
Although we believe that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized.
No assurance can be given that such expectations will prove to have been correct. DOF disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.