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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 13 January 2023: Reference is made to the previous stock exchange notices
relating to the Norwegian Energy Company ASA (“Noreco” or the “Company”)
convertible bond loan with ISIN NO0010851520 issued by Noreco (“NOR13”), the
proposed amendments to NOR13 (the “NOR13 Amendments”), as well as the updated
timeline for implementation of the NOR13 Amendments.
The latest date for exercising the conversion right under NOR13 prior to
implementation of the NOR13 Amendments was 12 January 2023 (the “NOR13 Effective
Time Notice Date”).
The paying and conversion agent, Arctic Securities, has received conversion
notices into shares in the Company for NOR13 bonds in a total amount of USD
13,652,094, being 8.26% of the outstanding NOR13 bonds as of the date hereof, on
or prior to the NOR13 Effective Time Notice Date. Pursuant to the NOR13 bond
terms, the bonds including the interest payable on 26 January 2023 are
convertible into 490,040 new shares in the Company at a conversion price of USD
28.9734.
Following the above mentioned conversions, USD 157,980 of the original NOR13
bonds will remain outstanding and thereby be subject to the NOR13 Amendments
which will be implemented on 19 January 2023.
This information is subject to the disclosure requirements pursuant to Section 5
-12 of the Norwegian Securities Trading Act.
Contact:
Cathrine Torgersen, EVP Investor Relations & ESG
Email: ct@noreco.com
Phone: + 47 915 28 501
IMPORTANT INFORMATION
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company’s joint lead 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 securities transactions,
the contents of this announcement or any of the matters referred to herein.
This release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act. It is issued for information
purposes only, and does not constitute or form part of any offer or solicitation
to purchase or subscribe for securities, in the United States or in any other
jurisdiction. The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as amended (the “US
Securities Act”). The securities may not be offered or sold in the United States
except pursuant to an exemption from the registration requirements of the US
Securities Act. This information is subject to disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.
The securities transactions and the distribution of this announcement and other
information in connection with the securities transactions may be restricted by
law in certain jurisdictions. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not
constitute, any offer of securities for sale in the United States or in any
other jurisdiction. The securities transactions have not been made in any
jurisdiction or in any circumstances in which such offer or solicitation would
be unlawful. This announcement is not for distribution, directly or indirectly
in or into any jurisdiction in which it is unlawful to make any such offer or
solicitation to such person or where prior registration or approval is required
for that purpose. No steps have been taken or will be taken relating to the
securities transactions in any jurisdiction in which such steps would be
required.
Neither the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of the Company
or that the information contained herein is correct as of any date subsequent to
the earlier of the date hereof and any earlier specified date with respect to
such information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares and bonds of the Company nor the shares or bonds issued in the
securities transactions have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “US Securities Act”) or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered or sold in the United States or to, or
for the account of, U.S. persons (as such term is defined in Regulation S under
the US Securities Act), except pursuant to an effective registration statement
under, or an exemption from the registration requirements of, the US Securities
Act.
All offers and sales outside the United States will be made in reliance on
Regulation S under the US Securities Act. There will be no public offer of
securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made. This announcement does not constitute
an offer to sell or the solicitation of an offer to buy or subscribe for, any
securities and cannot be relied on for any investment contract or decision.
This document contains forward-looking statements. All statements other than
statements of historical fact included in this information are forward-looking
statements. Forward-looking statements are current expectations and projections
relating to the Company’s financial condition, results of operations, plans,
objectives, future performance and business. These statements may include,
without limitation, any statements preceded by, followed by or including words
such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” "anticipate,
“estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,”
“could” and other words and terms of similar meaning or the negative thereof.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors beyond the Company’s control that could cause the
Company’s actual results, performance or achievements to be materially different
from the expected results, performance or achievements expressed or implied by
such forward-looking statements. Such forward-looking statements are based on
numerous assumptions regarding the Company’s present and future business
strategies and the environment in which it will operate in the future.
About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore
industry. The Company’s shares are listed on the Oslo Stock Exchange (ticker
NOR). For further information, please visit: www.noreco.com.
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