Reference is made to DOF ASAâs (the âCompanyâ, âDOF ASAâ or âDOFâ, and together
with its subsidiaries the âGroupâ) previous announcements regarding (i) the
agreement reached with a substantial group of financial creditors and certain
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other stakeholders (the âRestructuring Agreementâ) on a comprehensive financial
restructuring (the âRestructuringâ), (ii) the opening of reconstruction
proceedings resolved by Hordaland district (the âReconstructionâ) on 2 December
2022 and (iii) the last proposal for a restructuring plan made by the board of
directors of DOF (the âBoardâ) on 27 January 2023 (the âFinal Proposalâ).
The Board worked with alternative refinancing plans for the Group, including
recommending the issuance of equity and warrants, in order to enable existing
shareholders to maintain a higher ownership in the restructured company through
additional investment. Feedback from the Creditors was clear that only
alternatives within the limits of the restructuring plan agreed with the former
board of DOF ASA would be considered. As a result, the current Board had no
alternative but to adjust its proposal to the Final Proposal within the limits
of the Restructuring Agreement.
Following the Final Proposal, the financial creditors made it clear that they
only would consider the Final Proposal if the Board was able to obtain
sufficient shareholder support for the proposal to make it likely that it would
be approved by an extraordinary general meeting of the Company. The Board met
persistent opposition from a group of shareholders and was not able to obtain
such sufficient support. The Board then informed the reconstructor and the
financial creditors accordingly.
On this basis, the financial creditors have requested that the reconstruction
committee reports to the court that there is no basis for a reconstruction and
thus request the court to open bankruptcy proceedings in DOF ASA, cf. the
reconstruction act (Norw: rekonstruksjonsloven) Section 58 (1) no. 1. The
financial creditors have at the same time confirmed that they are ready to enter
into an agreement with the bankruptcy estate to acquire DOF Services AS and its
subsidiaries and thereby facilitate that (i) the Restructuring will be
implemented as planned and (ii) the other companies in the Group than DOF ASA
will remain unaffected by the bankruptcy in DOF ASA. As a result of said
agreement the bankruptcy of DOF ASA will be limited solely to such company and
will not affect any other company in the Group. The agreement is expected to
allow for a short period between signing and completion for the administrator of
the bankruptcy estate of DOF ASA to ascertain that the Restructuring is the most
attractive offer for the Group creditors and other stakeholders.
As described in the stock exchange announcement of DOF on 13 October 2022, the
Restructuring will upon completion of the agreement with the financial creditors
be implemented as planned for this scenario and such alternative implementation
of the Restructuring has been 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, nor any of the employees of the Group, are to be affected
by such alternative implementation of the Restructuring.
The implementation of the Restructuring with DOF Services AS as the new parent
company of the Group is subject to approval by the bondholdersâ meetings in each
of DOF Subsea ASâ bond loans, DOFSUB07, DOFSUB08 and DOFSUB09. If the
bondholdersâ meetings do not give their approval, the new parent company will
instead be a new Norwegian holding company to be incorporated by the financial
creditors. Consequently, the matter to be considered by the bondholders will
only comprise the identity of the new parent company in the group. The new
holding company of the group will be applied for listing on Oslo Børs in due
course.
As communicated in the stock exchange announcement on 27 January 2023, the new
Board of DOF has, in addition to seeking alternative solutions to the
Restructuring, assessed the solvency of DOF ASA in a bankruptcy scenario. The
Board has in this respect obtained and assessed independent valuations of the
Groupâs vessels. The shipbrokers Fearnleys and Clarkson have assessed the value
of the Groupâs vessels. The advisory firm Deloitte has reviewed these and
assessed them against the companyâs debt, other liabilities and available liquid
assets in an insolvency liquidation analysis (i.e. a bankruptcy scenario).
Deloitte has also assessed the value of the Groupâs other activities, including
the shares in DOFCON and the engineering services, also in an insolvency
liquidation analysis. The final report from Deloitte has now been obtained and
the Board has on this basis concluded that, even though there is likely positive
value in DOF ASA in a going concern scenario, there is no basis to contest that
DOF ASA will be insolvent in event of a bankruptcy.
Upon a bankruptcy in DOF ASA, the share capital of the Company will be lost and
there will not be any value left to the shareholders. The Board highly regrets
this result. However, although the bankruptcy will result in shareholder losses,
the process that will follow is 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.
For further information, please contact:
Chairman: Leif Chr. Salomonsen, tel: 992 42 888
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to Section 5-12 of the Norwegian Securities Trading Act. The stock exchange
announcement was published by Hilde Drønen, CFO, DOF ASA.
With a multi-national workforce of about 3,800 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 Exchange since 1997.
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