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Oslo, 14 January 2019 DNO ASA (DNO), the Norwegian oil and gas operator,
announced today that, following the settlement of the market purchases of Faroe
Shares that DNO made on 9 January 2019, the Final Offer became unconditional in
all respects on 11 January 2019. As anticipated in the Final Offer Document, if
it acquires over 75 percent of the issued share capital of Faroe, DNO intends to
initiate the process for the cancellation of trading in Faroe securities on AIM.
DNO announced its final cash offer for the entire issued and to be issued share
capital of Faroe Petroleum plc (Faroe) at 160 pence in cash for each Faroe
Share (the Final Offer) on 8 January 2019 and published the final offer
document on same day (the Final Offer Document). On 9 January 2019, Faroe
announced the Faroe Boards recommendation of the Final Offer.
On 11 January 2019, Faroe announced the vesting of management and employee share
options and awards under the Faroe Share Schemes which increased the ordinary
issued share capital of Faroe to 395,942,468 Faroe Shares from 372,889,693 Faroe
Shares in issue (an increase of 6.18 percent). Accordingly, DNO has calculated
its ownership of Faroe Shares, and acceptances of its Final Offer, as set out in
this announcement, based upon the increased share capital, which is now fully
diluted.
On 11 January 2019, Faroe also announced that the three Executive Directors have
given three months’ notice of termination of their employment with the Company.
In addition, the Executive Directors stated their intention to resign from all
directorships and other offices which they hold with Faroe and all of its
subsidiaries as soon as is practicable, with the intention of remaining as
directors until such time as replacements are appointed, to ensure an orderly
transition, but in any event at the latest by the end of their three month
notice periods.
Faroe Shareholders who have not yet accepted the Final Offer are encouraged to
do so and will receive the consideration for their Faroe Shares within 14 days
of receipt of the acceptance.
The revised offer document and form of acceptance relating to the Final Offer
(the Final Offer Document and Final Form of Acceptance, respectively) were
published on 8 January 2019 and are available on DNOs website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
A copy of the Final Offer Document is also attached hereto for information
purposes. The Final Offer Document includes relevant information on Faroe
Petroleum plc, cf section 3.4.2 of the Oslo Børs continuing obligations.
Level of acceptances and interests in relevant securities
As at 5.00 p.m. (London time) on 11 January 2019, DNO had received valid
acceptances of the Final Offer in respect of a total of 54,482,764 Faroe Shares
representing approximately 13.76 percent of the issued share capital of Faroe.
So far as DNO is aware, no acceptances have been received from persons acting in
concert with DNO.
DNO owns 200,550,523 Faroe Shares (representing 50.65 percent of Faroes issued
share capital), which have settled.
Accordingly, the total number of Faroe Shares which DNO may today count towards
the satisfaction of the acceptance condition set out in Part A of Appendix 1 of
the Final Offer Document (the Condition) is 255,033,287 Faroe Shares
(representing approximately 64.41 percent of the issued share capital of Faroe).
The Final Offer has therefore become unconditional in all respects.
In addition, DNO owns 38,636,331 Faroe Shares (representing 9.76 percent of
Faroes issued share capital) which remain subject to settlement (expected to
occur on or before 15 January 2019).
Accordingly, DNO has now acquired or agreed to acquire (through acceptances or
pending settlement) 293,669,618 Faroe Shares, in aggregate representing
approximately 74.17 percent of the ordinary issued share capital of Faroe.
Save as disclosed above, as at 5.00 p.m. (London time) on 11 January 2019,
neither DNO nor, so far as DNO is aware, any person acting in concert with DNO
had:
any interest in, or right to subscribe in respect of, or any short position in
relation to Faroe relevant securities, including any short position under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery of Faroe relevant securities; or
borrowed or lent any Faroe relevant securities (including any financial
collateral arrangements), save for any borrowed shares which have been either
on-lent or sold.
Furthermore, no dealing arrangement (of the kind referred to in Note 11 of the
definition of acting in concert in the Code) exists between DNO (or, so far as
DNO is aware, any person acting in concert with it) and Faroe in relation to
Faroe Shares. For these purposes, a dealing arrangement includes any indemnity
or option arrangement, any agreement or understanding, formal or informal, of
whatever nature, relating to Faroe Shares which may be an inducement to deal or
refrain from dealing in such securities.
The references to the issued share capital of Faroe above are based on a figure
of 395,942,468 Faroe Shares in issue on 11 January 2019. Of this figure,
23,052,775 Faroe Shares were reported by Faroe to have been issued on 11 January
2019 and are subject to an application for admission to trading on AIM.
Extension of the Final Offer
The Final Offer will remain open for acceptance until further notice. At least
14 days’ notice will be given before the Offer is closed.
Faroe Shareholders who have not already accepted the Final Offer are encouraged
to do so without delay in accordance with the following procedures:
acceptances of the Final Offer in respect of certificated Faroe Shares should
be made by completing either the first form of acceptance which accompanied the
First Offer Document (the First Form of Acceptance) or the Final Form of
Acceptance as soon as possible;
acceptances of the Final Offer in respect of uncertificated shares should be
made electronically through CREST (an Electronic Acceptance). You are reminded
that, if you are a CREST sponsored member, you should contact your CREST sponsor
before taking any action.
If you have any questions about the Final Offer or are in any doubt as to how to
complete the First Form of Acceptance or the Final Form of Acceptance or the
making of an Electronic Acceptance (as the case may be), please contact Equiniti
Limited on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK).
Lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(excluding English and Welsh public holidays).
The Final Offer Document and Final Form of Acceptance were published on 8
January 2019 and are available on DNOs website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
Settlement
The consideration due to accepting Faroe Shareholders is expected to be
despatched either on or before 25 January 2019, in respect of acceptances
complete in all respects and received not later than 5.00 p.m. on 11 January
2019, or within 14 days of the date of receipt of further acceptances which are
valid and complete in all respects.
Cancellation of trading and re-registration
If, by virtue of its shareholdings and acceptances of the Final Offer (or deemed
acceptances thereof) DNO acquires, or agrees to acquire, issued share capital
carrying 75 percent or more of the voting rights of Faroe, DNO intends to
procure that Faroe makes an application, subject to the requirements of the
London Stock Exchange, for the cancellation of the admission to trading of Faroe
Shares on AIM.
Following the cancellation of trading of the Faroe Shares on AIM, Faroe will be
re registered as a private limited company under the relevant provisions of the
Companies Act.
The cancellation of trading of Faroe Shares on AIM and the re-registration of
Faroe as a private limited company will significantly reduce the liquidity and
marketability of any Faroe Shares not assented to the Final Offer at that time.
Any remaining Faroe Shareholders would become minority shareholders in a
majority controlled private limited company and may therefore be unable to sell
their Faroe Shares. There can be no certainty that Faroe would pay any further
dividends or other distributions or that such minority Faroe Shareholders would
again be offered an opportunity to sell their Faroe Shares on terms which are
equivalent to or no less advantageous than those under the Final Offer.
Compulsory Acquisition
As anticipated in the Final Offer Document, if DNO receives acceptances under
the Final Offer in respect of, or otherwise acquires, 90 percent or more of the
Faroe Shares to which the Final Offer relates, DNO intends to exercise its
rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act
to acquire compulsorily the remaining Faroe Shares in respect of which the Final
Offer has not been accepted.
Enquiries:
DNO ASA
Media: media@dno.no
Investors: ir@dno.no
Tel: +47 911 57 197
Brunswick
Patrick Handley
Charles Pretzlik
William Medvei
Tel: +44 20 7404 5959
Lambert Energy Advisory Limited
Philip Lambert
David Anderson
Tel: +44 20 7491 4473
Pareto Securities AS
Petter Sagfossen
Tel: +47 22 87 87 48
Further information
This stock exchange notice and the information included herein are subject to
the disclosure requirements pursuant to section 5-12 of the Norwegian Securities
Trading Act and section 3.4.2 of the Oslo Børs’ continuing obligations.
Defined terms used but not defined in this announcement have the meanings given
in the First Offer Document, as amended and supplemented by the Final Offer
Document unless the context requires otherwise.
This announcement is not intended to and does not constitute, or form part of,
an offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Final
Offer or otherwise, nor shall there be any sale, issuance or transfer of
securities of Faroe in any jurisdiction in contravention of applicable law. The
Final Offer will be made solely by means of the Final Offer Document and (in
respect of Faroe Shares held in certificated form) the Final Form of Acceptance
accompanying the Final Offer Document, which will, together, contain the full
terms and conditions of the Final Offer including details of how it may be
accepted. Any decision in respect of, or other response to, the Final Offer
should be made only on the basis of the information contained in the Final Offer
Document and the Final Form of Acceptance (read in conjunction with the First
Offer Document and First Form of Acceptance).
Please be aware that addresses, electronic addresses and certain other
information provided by Faroe Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Faroe may be
provided to DNO during the Offer Period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.11 of the Code.
Lambert Energy Advisory Limited, which is authorised and regulated in the UK by
the FCA, is acting exclusively for DNO and no-one else in connection with the
Final Offer and will not be responsible to anyone other than DNO for providing
the protections afforded to clients of Lambert Energy Advisory Limited nor for
providing advice in relation to the Final Offer or any other matters referred to
in the Final Offer Document, this announcement or otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one else in connection
with the Final Offer and will not be responsible to anyone other than DNO for
providing the protections afforded to clients of Pareto Securities AS nor for
providing advice in relation to the Final Offer or any other matters referred to
in the Final Offer Document, this announcement or otherwise.
Overseas jurisdictions
The availability of the Final Offer to Faroe Shareholders who are not resident
in and citizens of the UK or the US may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK or the US should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders are contained in the Final
Offer Document.
The release, publication or distribution of this announcement in or into
jurisdictions other than the UK or the US may be restricted by law and therefore
any persons who are subject to the law of any jurisdiction other than the UK or
the US should inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the Final
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the purposes
of complying with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside of England.
The Final Offer is not being made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Final Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
Notice to US Faroe Shareholders
The Final Offer is being made for the securities of an English company and is
subject to UK disclosure requirements, which are different from those of the US.
The financial information included in the Final Offer Document has been prepared
in accordance with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US.
The Final Offer will be made in the US pursuant to an exemption from US tender
offer rules provided by Rule l4d-1I under the US Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the Final Offer will
be subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and timing
of payments, that are different from those applicable under US domestic tender
offer procedures and law. If the Final Offer is instead implemented by means of
a scheme of arrangement as provided for under English law it will not be subject
to the tender offer rules of the US Exchange Act. Accordingly, the Final Offer
would be subject to disclosure requirements and practices applicable in the UK
to schemes of arrangement which differ from the disclosure requirements of US
tender offer rules.
The receipt of cash pursuant to the Final Offer by a US Faroe Shareholder will
likely be a taxable transaction for US federal income tax purposes and under
applicable state and local, as well as foreign and other tax laws. Each holder
of Faroe Shares is urged to consult his/her independent professional advisor
immediately regarding the tax consequences of acceptance of the Final Offer.
It may be difficult for US Faroe Shareholders to enforce their rights and any
claim arising out of the US federal securities laws, since DNO is located in a
country other than the US, and some or all of their officers and directors may
be residents of countries other than the US. US Faroe Shareholders may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US courts
judgement.
In accordance with normal UK practice, DNO or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Faroe Shares outside the US, other than pursuant to
the Final Offer, before or during the period in which the Final Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website, www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Final Offer and other
information published by DNO contain statements which are, or may be deemed to
be, forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current expectations
and projections of the management of DNO about future events and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Final Offer on DNO
and Faroe, the expected timing and scope of the Final Offer and other statements
other than historical facts.
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as plans, expects or does not expect, is
expected, is subject to, budget, scheduled, estimates, forecasts,
intends, anticipates or does not anticipate, believes or variations of
such words and phrases or statements that certain actions, events or results
may, could, should, would, might or will be taken, occur or be
achieved. Although DNO believes that the expectations reflected in such
forward-looking statements are reasonable, DNO can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include
the satisfaction of the Condition, as well as additional factors, for example,
oil and gas operations, particularly those relating to development stage assets
which are subject to varying inputs that may impact timing, including, inter
alia, permitting, environmental regulation, changes to regulators and
regulation, third party manufacturers and service providers, the weather and
asset partner and operator actions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in the
light of such factors. DNO, its associates, directors, officers and advisers
provide no representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with its legal or
regulatory obligations DNO is under no obligation, and DNO expressly disclaims
any intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit forecast, profit
estimate or qualified benefits statement and no statement in this announcement
should be interpreted to mean that earnings per Faroe Share or DNO share for the
current or future financial years would necessarily match or exceed the
respective historical published earning per Faroe Share or DNO share or to mean
that the enlarged groups earnings in the first 12 months following the Final
Offer, or in any subsequent period, would necessarily match or be greater than
those of Faroe or DNO for the relevant preceding financial period or any other
period.
Publication on website and hard copies
A copy of this announcement and the documents required to be published by Rule
26 of the Code is and will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on DNOs website
https://www.dno.no/en/investor-relations/offer_announcement_26November. For the
avoidance of doubt, the contents of such website are not incorporated into and
do not form part of this announcement.
You may request a hard copy of this announcement by contacting Equiniti Limited
on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK) or by
submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA. Lines are open from 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited cannot provide advice on
the merits of the Final Offer nor give financial, tax, investment or legal
advice. If you have received this announcement in electronic form, copies of
this announcement and any document or information incorporated by reference into
this announcement will not be provided unless such a request is made.
About DNO
DNO is a Norwegian oil and gas operator focused on the Middle East and North
Sea. Founded in 1971 and listed on the Oslo Stock Exchange, DNO holds stakes in
onshore and offshore licences at various stages of exploration, development a
http://www.netfonds.no/quotes/release.php?id=20190114.OBI.20190114S16
