Reference is made to the announcement made by DOF ASA (âDOFâ, and together with
its subsidiaries, the âGroupâ) and its subsidiary DOF Subsea AS on 22 June 2022
regarding the execution of an agreement (the âRestructuring Agreementâ) with a
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substantial group of creditors and certain other stakeholders on a comprehensive
financial restructuring (the âRestructuringâ).
DOF is pleased to report that the Group has continued support from its financial
creditors and largest shareholder and that good progress is being made to agree
the necessary documents for the completion of the Restructuring. Based on the
current timeline, DOF expects that the extraordinary general meeting relating to
the Restructuring will be held in the week commencing 7 November 2022. In
accordance with the timeline, DOF is seeking a one month extension of the Long
Stop Date in the Restructuring Agreement.
The parties to the Restructuring Agreement have, as set out in the announcement
on 22 June 2022, engaged in good faith discussions to agree alternative steps to
implement the Restructuring in the event that the extraordinary general meeting
of DOF does not pass the resolutions required to implement the Restructuring.
Following such discussions, the parties to the Restructuring Agreement have
today entered into an addendum to the Restructuring Agreement (the âAddendumâ)
detailing the steps that will be taken by the creditors, subject to satisfaction
or waiver of certain customary conditions, to implement the Restructuring in
such event.
In the event that the extraordinary general meeting of DOF rejects the
resolutions required to implement the Restructuring, DOF shall subject to the
terms of the Addendum, procure that reconstruction proceedings are opened under
the Norwegian Reconstruction Act of 7 May 2020 and propose a reconstruction with
the following key elements:
(i) a portion of DOFâs direct financial indebtedness will be converted into
equity; and
(ii) no other liabilities of DOF or the Group will be affected by the
reconstruction.
All other elements of the Restructuring will be implemented following completion
of the reconstruction.
Implementation of the reconstruction proposal will require that an additional
extraordinary general meeting of DOF approves the proposal with at least 50% of
the shares represented at the general meeting. If the Restructuring is
implemented by way of a reconstruction, the existing shares in DOF will
represent 1% of the fully diluted shares in DOF post completion, unless
otherwise agreed among the Groupâs creditors, compared to 4% of the fully
diluted shares in DOF if the Restructuring Agreement is adopted as proposed in
the first extraordinary general meeting.
If the reconstruction proposal cannot be implemented, either because the
required majority at the second extraordinary general meeting is not obtained or
for other reasons, bankruptcy proceedings will be opened in DOF. Pursuant to the
Addendum, the creditors of the Group have agreed to establish a new company
(âNewcoâ) that will make an offer to acquire the entire business of the Group
from the bankruptcy estate through an acquisition, directly or indirectly, of
its subsidiaries against a subordination of their claims against DOF. No cash
consideration will be offered. If such offer is successful, Newco will become
the new parent company in the Group, and an application will be made for the
listing of the shares of Newco on Oslo Børs or Euronext Expand Oslo. If the
Restructuring is implemented following a bankruptcy in DOF, the existing
shareholders in DOF will not retain any equity interest in the restructured
group.
The board of directors and management of DOF firmly believe that it is in the
best interest of DOFâs shareholders that the Restructuring is implemented on a
consensual basis and that the shareholders will obtain the best recovery by
supporting the Restructuring at the extraordinary general meeting of DOF.
However, if a consensual solution is not possible, the board of directors must
have regard to the interest of its creditors as the main economic stakeholders
of the Group, as well as seeking to secure the continued operations of the
business of the Group to the benefit of its customers, employees and other
stakeholders. To this end, the board of directors is of the opinion that the
implementation of the Restructuring through the alternative implementation steps
agreed in the Addendum will be the best option available to DOF and the Group if
the shareholders do not support the Restructuring at the extraordinary general
meeting.
All scenarios above, including in case of a formal bankruptcy in the parent
company DOF ASA to effect the Restructuring, are structured to avoid any
interruption to the ongoing operations of the Group and to avoid losses for the
Groupâs customers, suppliers and other trade creditors. Consequently, no other
creditors than the financial creditors are envisaged to be affected by such
alternative implementations of the Restructuring Agreement.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
With a multi-national workforce of about 3,900 personnel, DOF ASA is an
international group of companies which owns and operates a fleet of modern
offshore/subsea vessels, and engineering capacity to service both the offshore
and subsea market. With over 40 years in the offshore business, the group has a
strong position in terms of experience, innovation, product range, technology
and capacity. DOFâs core businesses are vessel ownership, vessel management,
project management, engineering, vessel operations, survey, remote intervention
and diving operations primarily for the oil and gas sector. From PSV charter to
Subsea engineering, DOF offers a full spectrum of top quality offshore services
to facilitate an ever-growing and demanding industry.
The companyâs main operation centers and business units are located in Norway,
the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.
DOF ASA is listed on the Oslo Stock Exchange since 1997.
Kilde
