DOF ASA - Conditional private placement of shares successfully placed
 
Austevoll, Norway, 28 November 2017.

Reference is made to the stock exchange announcement dated 27 November 2017 regarding the contemplated private placement (the "Private Placement") of new shares (the "Offer Shares") in DOF ASA ("DOF" or the "Company"). DOF is pleased to announce that the conditional placement of Offer Shares in the Private Placement has been successfully completed, resulting in the allocation of a total of 833,333,333 Offer Shares at an offer price of NOK 0.60 per Offer Share raising gross proceeds of NOK 500 million.
 
Notifications of conditional allocations of Offer Shares will be distributed on or about 28 November 2017. Subject to satisfaction of the conditions for completion of the Private Placement described below, the due date for payment and the delivery of the allocated Offer Shares will be on or about 20 December 2017. 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 Offer Shares (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 issued by the Company. The Offer Shares issued and delivered to Møgster Mohn Offshore AS will be placed on a separate ISIN pending publication of a listing prospectus (the "Prospectus") for the Offer Shares to be approved by the Norwegian Financial Supervisory Authority (the "NFSA"), and will not be listed or tradable on the Oslo Stock Exchange until the Prospectus has been published by the Company, expected to take place in the beginning of February 2018.
 
Following issuance of the Offer Shares, the number of shares in the Company will be 2,517,312,512 and 2,827,895,015 on a fully diluted basis (i.e. including the shares to be issued pursuant to the zero-coupon mandatorily convertible bond loan DOF ASA 16/21 0% SUB CONV (DOF12)).
 
Completion of the Private Placement is subject to:
 
i) approval of the Private Placement and the increase of the share capital required for the Subsequent Offering by the extraordinary general meeting of the Company (the "EGM") ;
 
ii) 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
 
iii) 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 Private Placement will be cancelled if the conditions in items ii) and iii) 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.
 
The board of directors of DOF (the "Board") intends to carry out a subsequent offering of up to 336,7 million new shares at a subscription price of NOK 0.60 per share (being identical to the subscription price in the Private Placement) raising gross proceeds of up to NOK 202 million (the "Subsequent Offering"). Eligible shareholders of the Company and owners of the subordinated mandatorily convertible bonds in DOF ASA 16/21 0% SUB CONV (DOF12) as of 27 November 2017 (as recorded in the Norwegian Central Securities Depository (VPS) on 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 will be granted non-transferable subscription rights that will give a preferential right to be allocated shares in the Subsequent Offering. Over-subscription and subscription without subscriptions rights will be permitted. Consequently, existing shareholders and bondholders who were invited to apply for Offer Shares in the pre-sounding of the Private Placement or allocated Offer Shares in the Private Placement will be able to subscribe for shares in the Subsequent Offering, but will not be granted preferential rights to the offered shares. The subscription period in the Subsequent Offering is expected to commence shortly after publication of the Prospectus which also will cover the offer and listing of shares in the Subsequent Offering.
 
The Board has assessed the Private Placement in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Private Placement and concluded that the completion of the Private Placement in combination with the Subsequent Offering provide a financing solution which is in the common interest of the Company and its shareholders. The private Placement is required in order to provide DOF with the ability to contribute equity to DOF Subsea AS in time to secure that DOF Subsea AS satisfy the covenants in its loan agreements.
 
Pareto Securities AS, ABN Amro, Clarksons Platou Securities, and Nordea Markets acted as joint managers and bookrunners in connection with the Private Placement (the "Managers"). Advokatfirmaet Thommessen is acting as legal advisor to DOF.
 
For further information, please contact:
CEO Mons Aase, Tel. +47 91 66 10 12
CFO Hilde Drønen, Tel + 47 91 66 10 09