DOF ASA News
Contemplated private placement of shares, contemplated subsequent offering and last date inclusive right to participate in the subsequent offering
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. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.
DOF ASA - Contemplated private placement of shares, contemplated subsequent offering and last date inclusive right to participate in the subsequent offering
Austevoll, Norway, 27 November 2017.
DOF ASA ("DOF" or the "Company") has retained Pareto Securities AS, ABN Amro, Clarksons Platou Securities and Nordea Markets (together, the "Managers") to advise on and effect a contemplated private placement of up to 833,333,333 new shares (the "Offer Shares") at an offer price of NOK 0.60 per Offer Share (the "Offer Price") raising gross proceeds of NOK 500 million (the "Private Placement").
The Company's largest shareholder, Møgster Mohn Offshore AS, a company owned 66,4% by Laco AS (the holding company of the Møgster family and affiliated with the chairman of the board of the Company Helge Møgster) and 33.6% by Perestroika AS (a company affiliated with board member of the Company Frederik W. Mohn), has pre-subscribed Offer Shares for a total subscription amount of NOK 400,000,000 in the Private Placement, and will be allocated at least its pro rata share.
Moco AS, owned by the CEO Mons Aase has pre-subscribed for and will be allocated Offer Shares for a total subscription amount of NOK 3,000,000, and will be allocated at least its pro rata share.
Djupedalen AS, owned by the CFO Hilde Drønen has pre-subscribed for and will be allocated Offer Shares for a total subscription amount of NOK 1,000,000, and will be allocated at least its pro rata share.
Helge Singelstad, Deputy Chairman, has pre-subscribed for and will be allocated Offer Shares for a total subscription amount of NOK 1,000,000, and will be allocated at least its pro rata share.
The Private Placement is directed towards investors subject to applicable exemptions from relevant prospectus, registration and filing requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended, (the "US Securities Act") and (ii) in the United States to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The application period for the Private Placement commences on 27 November 2017 at 16:30 hours CET and will close on 28 November 2017 at 08:00 hours CET. The Company may, however, at any time resolve to close or extend the application period at its own discretion.
The net proceeds from the Private Placement will be used i) to finance the increase of DOF's ownership in DOF Subsea AS ("DOF Subsea") through subscription of new shares in DOF Subsea for NOK 500 million at NOK 10.50 per share equal to a pre-money valuation of DOF Subsea of NOK 1.26 billion, and ii) for general corporate purposes. DOF will through the subscription of new shares in DOF Subsea increase its ownership in DOF Subsea from today's 51% to approximately 65%. The remaining shares in DOF Subsea are owned by funds managed by First Reserve.
Completion of the Private Placement is subject to satisfaction of the following conditions:
(i) The board of directors of the Company (the "Board") resolving to allocate Offer Shares in the Private Placement ;
(ii) approval of the Private Placement and the increase of the share capital required for the Subsequent Offering (as defined below) by the extraordinary general meeting of the Company (the "EGM") expected to be held on or about 19 December 2017 ;
(iii) the DOFSUB07 bondholder meeting approving an extension of the maturity of the bond loan from currently May 2018 to October 2019 for NOK 100 million of the bond loan and May 2020 for the remaining NOK 408 million of the bond loan, at an annual interest rate of NIBOR + 7% (the bondholder meeting will be held prior to the EGM) ; and
(iv) the relevant banks credit committee approval of soft terms relating to the NOK 3.8 billion facility in DOF Rederi AS with a liquidity effect of minimum NOK 550 million and extension of a credit facility in DOF ASA from October 2019 until mid 2021.
The Board may at its sole discretion cancel the Private Placement at any time prior to completion. The Private Placement will be cancelled if the conditions in (i), (iii) and (iv) above are not satisfied within 18 December 2017. There can be no assurance that the above conditions will be satisfied and that the Private Placement is completed.
Allocations will be made at the sole discretion of the Board in consultation with the Managers. The Board will focus on criteria such as (but not limited to) current ownership in the Company and in the convertible loan DOF ASA 16/21 0% SUB CONV (DOF12), timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.
Subject to satisfaction of the above conditions for completion, the Private Placement will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between the Managers, the Company and Møgster Mohn Offshore AS. Hence, the shares allocated in the Private Placement (other than those allocated to Møgster Mohn Offshore AS) will be tradeable immediately after delivery. The Managers will settle the share loan with the Offer Shares once such shares are issued. The Offer Shares issued and delivered to Møgster Mohn Offshore AS will be placed on a separate ISIN pending publication of a listing prospectus for the Offer Shares approved by the Norwegian Financial Supervisory Authority (the "NFSA"), and will not be listed or tradable on the Oslo Stock Exchange until the approved listing prospectus has been published by the Company, expected to take place in the beginning of February 2018.
Following, and subject to, the successful completion of the Private Placement, the Company will propose to carry out a subsequent share offering (the "Subsequent Offering") towards eligible shareholders and convertible bondholders as of 27 November 2017 (as registered in VPS as of 29 November 2017) who were not invited to apply for Offer Shares in the pre-sounding of the Private Placement or allocated Offer Shares in the Private Placement.
The company presentation to be used in connection with the Private Placement is attached hereto.
Pareto Securities, ABN Amro, Clarksons Platou Securities, and Nordea Markets are acting as financial advisers in the intended equity issue. Advokatfirmaet Thommessen is acting as legal adviser to DOF.
>>> Investor Presentation (PDF, 2 mbs)
For further information, please contact:
CEO Mons Aase, Tel. +47 91 66 10 12
CFO Hilde Drønen, Tel + 47 91 66 10 09