DOF ASA News
DOF: Publication of Prospectus, Subcription period Commences
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, 17 October 2011
Reference is made to the stock exchange notice issued by DOF ASA (“DOF”) on 13 September 2011 regarding completion of the placement of 20 million new shares at a subscription price of NOK 30 per share, raising gross proceeds of NOK 600 million (the “Private Placement”) and the contemplated subsequent repair offering.
The Financial Supervisory Authority of Norway has reviewed and approved the prospectus for the (i) listing of the 20 million shares issued in connection with the Private Placement and (ii) the repair offering and listing of up to 1 million new shares, each with a nominal value of NOK 2 (the “Offer Shares”).
The shares issued in the Private Placement will be listed on the Oslo Stock Exchange today.
The subscription price in the repair offering is NOK 30 per Offer Share, and the subscription period is from and including 17 October 2011 to and including 17:30 hours (CET) on 31 October 2011.
DOF’s shareholders as of 12 September 2011 (as appearing in the VPS on 15 September 2011) who did not participate in the Private Placement, and are not resident in a jurisdiction where such offering would be unlawful, or for other jurisdictions than Norway, would require any filing, registration or similar action, will receive 0.1445 non-tradable subscription right for each existing share held in DOF as at 12 September 2011. Each subscription right will, subject to applicable securities law, give the right to subscribe for and be allocated one Offer Share in the repair offering. Over-subscription and subscription without subscription rights will be permitted. Subscription rights not used to subscribe for Offer Shares will lapse without compensation and be of no value to the holder.
Eligible shareholders will receive a letter with information regarding the number of subscription rights received. The letter is expected to be sent to eligible shareholders within the next few days.
The prospectus will be made available at www.dof.no, www.paretosec.no and www.nordea.no/dof. A printed copy of the prospectus can be obtained by contacting either Pareto Securities AS or Nordea Markets who have been retained as managers in connection with the repair offering.
Following completion of the repair offering, and assuming full subscription in the repair offering, the number of shares outstanding in DOF will increase by 1 million shares to 112,037,975 shares, each with a nominal value of NOK 2, resulting in a total share capital of NOK 224,075,950.
The indicative time table for the repair offering is as follows:
- 17 October 2011 – commencement of the subscription period
- 17:30 hours (CET) on 31 October 2011 – expiry of the subscription period
- On or about 1 November 2011 – allocation of the Offer Shares and distribution of allocation letters
- 4 November 2011 – payment due date
- On or about 10 November 2011 – delivery date for the Offer Shares, and listing and commencement of trading in the Offer Shares on the Oslo Stock Exchange
For further information, please contact:
Mons S. Aase, CEO, tel: +47 91 66 10 12
Hilde Drønen, CFO, tel +47 91 66 10 09
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. Any offering of securities will be made by means of a prospectus that may be obtained from DOF and that will contain detailed information about the company and the management, as well as financial statements. 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, i.e. only to investors who can receive the offer without an approved prospectus in such EEA Member State.
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.