DOF ASA News
Publication of prospectus, listing of private placement shares and commencement of subscription period for 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 - Publication of prospectus, listing of private placement shares and commencement of subscription period for the subsequent offering
Reference is made to the stock exchange announcement by DOF ASA ("DOF" or the "Company") on 28 November 2017 regarding the successful placement of a conditional private placement raising gross proceeds of NOK 500 million (the "Private Placement") and the contemplated subsequent repair offering of additional new shares at the same subscription price as in the Private Placement (the "Subsequent Offering").
Approval and availability of prospectus:
The Norwegian Financial Supervisory Authority has approved the prospectus of the Company dated 31 January 2018 (the "Prospectus") for (i) the listing of 833,333,333 new shares in the Company, each with a nominal value of NOK 0.50, issued in connection with the Private Placement (the "Private Placement Shares") and (ii) the offering and listing of up to 336,700,000 new shares in the Company, each with a nominal value of NOK 0.50, to be issued in connection with the Subsequent Offering (the "Offer Shares").
The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the Company's website, www.dof.no, and on the websites of Clarksons Platou Securities, Nordea Markets and Pareto Securities AS (together with ABN Amro, the "Managers"). Hard copies of the Prospectus are available at the offices of DOF at Alfabygget, 5392 Storebø, Norway or may be obtained by contacting the Managers.
The Prospectus, including the subscription form, will, subject to regulatory restrictions in certain jurisdictions, be distributed to all Eligible Subscribers (as defined below) on or about 1 February 2018.
Listing of the Private Placement Shares:
The Private Placement was settled with existing and unencumbered shares in the Company already listed on the Oslo Stock Exchange, pursuant to a share lending agreement between Møgster Mohn Offshore AS as lender, Pareto Securities AS (on behalf of the Managers) and the Company. Hence, the shares allocated in the Private Placement (other than those allocated to Møgster Mohn Offshore AS) were tradeable immediately after delivery to investors on 21 December 2017.
The Managers settled the share loan with the Private Placement Shares once such Shares were issued. The Private Placement Shares issued and delivered to Møgster Mohn Offshore AS were placed on a separate ISIN pending publication of the Prospectus. As a result of the publication of the Prospectus, the Private Placement Shares will be listed and admitted to trading on the Oslo Stock Exchange today, 1 February 2018.
The Subsequent Offering:
The Subsequent Offering consists of an offer by the Company to issue up to 336,700,000 Offer Shares, raising gross proceeds of up to approximately NOK 202 million. The subscription price in the Subsequent Offering is NOK 0.60 per Offer Share (the "Subscription Price"), being the same as the subscription price in the Private Placement.
Eligible subscribers, being shareholders of the Company and owners of the subordinated mandatorily convertible bonds in DOF ASA 16/21 0% SUB CONV (DOF12) bond loan as of 27 November 2017 (and being registered as such in the VPS on 29 November 2017 pursuant to the two days' settlement procedure (the "Record Date")), except for shareholders and convertible bondholders (i) who were invited to apply for Private Placement Shares in the "pre-sounding" of the Private Placement or (ii) were allocated Private Placement Shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the "Eligible Subscribers"), will be granted non -transferable subscription rights (the "Subscription Rights"). The Subscription Rights will registered on each Eligible Subscriber's VPS account.
Each Eligible Subscriber will be granted 0.526276 Subscription Right for each existing share and/or convertible bond registered as held by such Eligible Subscriber as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right provides a preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price, subject to applicable securities laws. Over-subscription by Eligible Subscribers and subscription without Subscription Rights by other investors than Eligible Subscribers (including shareholders of DOF and holders of the above mentioned convertible bond who were invited to apply for Private Placement Shares in the "pre-sounding" of the Private Placement or were allocated Private Placement Shares in the Private Placement and hence not qualify as an Eligible Subscriber) is permitted.
The subscription period in the Subsequent Offering commences today, 1 February 2018, and expires on 14 February 2018 at 16:30 hours (CET). Subscriptions for Offer Shares must be made by submitting a correctly completed subscription form to one of the subscription offices as set out in the Prospectus by 16:30 hours (CET) on 14 February 2018, or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.
Subject to timely payment of the entire subscription amount in the Subsequent Offering, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 21 February 2018. The Offer Shares allocated in the Subsequent Offering are expected to be traded on the Oslo Stock Exchange from and including 22 February 2018.
The Managers are acting as joint bookrunners for the Private Placement and the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as DOF's legal adviser in connection with the Private Placement and the Subsequent Offering.
For further details of the terms of the Subsequent Offering, please refer to the Prospectus.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
This communication may not be published, distributed or transmitted in the United States, Canada, Australia, Japan or any other jurisdiction in which the publication, distribution or transmission would be unlawful. These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities mentioned herein, including the subscription rights to subscribe for shares, have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. No public offering of the securities will be made in the United States.
The offering of securities is made by means of the prospectus published, which may be obtained from the Company and the Managers, and which contain detailed information about the Company and its management, as well as financial statements. This announcement is an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus.
In any EEA Member State other than Norway, that has implemented 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 ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that
these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
This announcement is made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.