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DISTRICT OF COLUMBIA) (THE âUNITED STATESâ), AUSTRALIA, CANADA, SOUTH AFRICA,
THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLEâS REPUBLIC OF CHINA OR
JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR
RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
OF THE SECURITIES DESCRIBED HEREIN.
DOF Group ASA: Contemplated Private Placement and Subsequent Offering
Oslo, 2 June 2024: Reference is made to the stock exchange announcement made by
DOF Group ASA (âDOFâ or the âCompanyâ) earlier today regarding the agreement to
acquire Maersk Supply Service A/S from Maersk Supply Service Holding A/S
(âMSSHâ), a subsidiary of A.P. Møller Holding A/S, to further enhance its
position as a major integrated offshore services provider (the âMSS
Transactionâ).
DOF has retained Carnegie AS, Danske Bank, Norwegian Branch and DNB Markets, a
part of DNB Bank ASA as joint bookrunners (together the âManagersâ) to raise
gross proceeds of the NOK equivalent of USD 100 million (the âPrivate
Placementâ). The Company is offering new shares (the âOffer Sharesâ) in the
Private Placement, and the final offer size will be determined by the Companyâs
board of directors (the âBoardâ), in consultation with the Managers, on the
basis of an accelerated book-building process to be conducted by the Managers.
The net proceeds from the Private Placement will be used to partly finance the
MSS Transaction. In the event that the MSS Transaction is not completed, or the
Company receives excess cash from the Private Placement, the net proceeds will
be used for further development of the Company, including debt repayment and
potential investments in advanced subsea services equipment, and general
corporate purposes.
Pre-commitments
The Company has received pre-commitments and indications of interest in total
exceeding the Private Placement amount, including from
. MSSH, who has pre-committed to subscribe for Offer Shares corresponding to
USD 35 million and will be allocated Offer Shares for minimum USD 25 million in
Tranche 2 (as defined below);
. Geveran Trading Co Limited (âGeveranâ), who has pre-committed to subscribe
for Offer Shares corresponding to USD 30 million and will be allocated Offer
Shares for minimum USD 25 million in Tranche 1 (as defined below); and
. Svein Harald Ăygard (Chairman of the Board in DOF), who has pre-committed
to subscribe for Offer Shares corresponding to a pro-rata participation based on
existing 0.39% ownership in DOF (with no guaranteed allocation)
. Mons Svendal Aase (CEO in DOF), who has pre-committed to subscribe for
Offer Shares corresponding to a pro-rata participation based on existing 0.39%
ownership in DOF (with no guaranteed allocation)
Investors that are not current shareholders in the Company should not expect
allocation in the Private Placement.
Tranches in the Private Placement
The Private Placement consists of (i) one tranche with Offer Shares for a
subscription amount of the approximate NOK equivalent of USD 75 million
(âTranche 1â) directed to investors subject to, in each case, applicable
exemptions from relevant prospectus, filing and registration requirements, and
(ii) a second tranche directed solely towards MSSH with Offer Shares for a
subscription amount of the approximate NOK equivalent of USD 25 million
(âTranche 2â).
Subscription and allocation
The subscription price and allocation of Offer Shares in the Private Placement
will be determined through an accelerated bookbuilding process. The bookbuilding
period commences today at 17:30 CEST and ends on 3 July 2024 at 08:00 CEST. The
bookbuilding period may, at the sole discretion of the Company and the Managers,
close earlier or later and may be cancelled at any time and consequently, the
Company may refrain from completing the Private Placement. The Company will
announce the final number of Offer Shares placed and the final subscription
price in the Private Placement in a stock exchange announcement expected to be
published before the opening of trading on the Oslo Stock Exchange tomorrow, 3
June 2024. Completion of the Private Placement is subject to final approval by
the Board.
The minimum subscription and allocation amount in the Private Placement will be
the NOK equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate an amount below EUR 100,000 to the extent applicable
exemptions from the prospectus requirement pursuant to applicable regulations,
including the Norwegian Securities Trading Act and ancillary regulations, are
available.
The allocation will be determined after the bookbuilding period and final
allocation will be made at the Boardâs sole discretion. Notification of
allocation and payment instructions is expected to be issued to the applicants
on or about 3 June 2024 through a notification to be issued by the Managers. The
Offer Shares will be issued by the Board pursuant to an authorisation granted by
the annual general meeting of the Company on 23 May 2024.
Settlement
The Offer Shares allocated in Tranche 1 will be settled on a delivery versus
payment basis (âDVPâ) on or about 5 July 2024, with existing and unencumbered
shares in the Company that are already listed on the Oslo Stock Exchange to be
borrowed from Geveran by the Managers pursuant to a share lending agreement
entered into between Geveran, the Managers and the Company on 2 July 2024. The
share loan will be settled with new shares in the Company which will be resolved
issued by the Board pursuant to the authorization to increase the Companyâs
share capital granted by the annual general meeting on 23 May 2024.
Conditions for completion
Completion of Tranche 1 is subject to (i) the Board resolving to proceed with
the Private Placement and allocate and issue the Offer Shares in Tranche 1
pursuant to the board authorization granted by the annual general meeting of the
Company on 23 May 2024, and (ii) the shares to be lent by Geveran being made
available to the Managers in accordance with the terms of the Share Lending
Agreement.
Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval
by the extraordinary general meeting of the Company expected to be held on or
about 26 July 2024 of an authorization to the Board to issue the Offer Shares in
Tranche 2 and the Board resolving to issue the Offer Shares in Tranche 2
pursuant to such board authorization, (iii) closing of the MSS Transaction, and
(iv) registration of the share capital increase pertaining to the Offer Shares
in Tranche 2 with the Norwegian Register of Business Enterprises.
Equal treatment of shareholders
The contemplated Private Placement represents a deviation from the shareholdersâ
preferential rights to subscribe for Offer Shares. The Board has considered the
structure of the equity raise in light of the equal treatment obligations under
the Norwegian Public Limited Companies Act, the rules on equal treatment under
Euronext Oslo Rule Book Part II and the Oslo Stock Exchangeâs Guidelines on the
rule of equal treatment.
The Board is of the view that it is in the common interest of the Company and
its shareholders to raise equity through a private placement. The Private
Placement is required to fully finance the MSS Transaction and will thus
efficiently reduce the transaction risk of the MSS Transaction. It is considered
to be in the joint interest of the Company and its shareholders to eliminate the
uncertainty relating to this part of the financing as soon as possible and this
is best achieved through the Private Placement. The Private Placement will also
enable the Company to utilize current market conditions, raise capital at a
significantly lower discount compared to a rights issue and avoid the
underwriting commissions normally incurred in rights offerings. The Board has
also taken into account that the dilutive effect of the Private Placement is
limited and that the subscription price in the Private Placement will be
determined based on a broad bookbuilding process with knowledge of the MSS
Transaction. Further, the Subsequent Offering (as defined and described below)
will enable eligible shareholders to subscribe for new shares at the same
subscription price as in the Private Placement.
On this basis the Board has concluded that the proposed transaction structure,
i.e. the Private Placement and the Subsequent Offering, is in the common
interest of the Company and its shareholders.
Selling restrictions
The Private Placement will be made by the Company to investors subject to
applicable exemptions from relevant prospectus requirements in accordance with
Regulation (EU) 2017/1129 (the âEU Prospectus Regulationâ) and the Norwegian
Securities Trading Act of 2007 and is directed towards investors subject to
available exemptions from relevant registration requirements, (i) outside the
United States in reliance on Regulation S under the US Securities Act of 1933
(the âUS Securities Actâ) and (ii) in the United States to âqualified
institutional buyersâ (QIBs) as defined in Rule 144A under the US Securities
Act, pursuant to an exemption from the registration requirements under the US
Securities Act as well as to major U.S. institutional investors under SEC Rule
15a-6 to the United States Exchange Act of 1934.
The Subsequent Offering
The Company will, subject to completion of Tranche 1 of the Private Placement,
and certain other conditions, propose to carry out a subsequent offering of new
shares in DOF for a subscription amount of the approximate NOK equivalent of USD
18.75 million (the âSubsequent Offeringâ), which, subject to applicable
securities law, will be directed towards existing shareholders in the Company as
of 2 July 2024 (as registered in Euronext Securities Oslo (ESO) two trading days
thereafter), who (i) were not included in the pre-sounding phase of the Private
Placement, (ii) were not allocated Offer Shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or would (in jurisdictions other than Norway) require any prospectus, filing,
registration or similar action. The Subsequent Offering will be fully
underwritten by Geveran.
Subject to completion of the Subsequent Offering and closing of the MSS
Transaction, MSSH will in a separate share issue (the âMSS Subsequent Offeringâ)
subscribe for and be allocated new shares in DOF for a subscription amount of
the approximate NOK equivalent of USD 6.25 million. This represents 25% of the
total shares issued in the Subsequent Offering and the MSS Subsequent Offering.
Combined, the Subsequent Offering and the MSS Subsequent Offering may result in
gross proceeds of the approximate NOK equivalent of USD 25 million to the
Company. Including the Private Placement, the total gross proceeds for DOF will
be the approximate NOK equivalent of USD 125 million (converted at the time of
Tranche 1).
Advisors:
Carnegie AS, Danske Bank, Norwegian Branch and DNB Markets, a part of DNB Bank
ASA are acting as joint bookrunners to the Company and Advokatfirmaet Thommessen
is acting as legal advisor to the Company in connection with the Private
Placement and the Subsequent Offering.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements according
to section 5-12 of the Norwegian Securities Trading Act. The information was
submitted for publication by Hilde Drønen, CFO, on 2 July 2024 at the time set
out above.
For further information, please contact:
Mons S. Aase, CEO, DOF Group ASA. Tel: +47 91 66 10 12
Hilde Drønen, CFO, DOF Group ASA. Tel: +47 91 66 10 09
About DOF Group ASA:
With a multi-national workforce of about 4,100 personnel, DOF Group 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, 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.
Important notice:
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, South Africa, The Hong Kong Special Administrative Region of
the Peopleâs Republic of China or Japan, or any other jurisdiction where to do
so would constitute a violation of the relevant laws of such jurisdiction. The
publication, distribution or release of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or
other information referred to herein should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the âSecurities
Actâ), and accordingly may not be offered or sold in the United States absent
registration with the U.S. Securities and Exchange Commission or an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to register any part of the
offering in the United States or to conduct a public offering of securities in
the United States. Any sale in the United States of the securities mentioned in
this announcement will be made solely to âqualified institutional buyersâ as
defined in Rule 144A under the Securities Act.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the âEU Prospectus Regulationâ) (together with any applicable
implementing measures in any Member State). All of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors, except for the subsequent repair offering which
will be made on the basis of a listing and offering prospectus. Investors should
not subscribe for any securities referred to in this announcement except on the
basis of information contained in the aforementioned subscription materials or
for the subsequent repair offering, the prospectus.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The âProspectus
Regulationâ means Regulation (EU) 2017/1129, as amended (together with any
applicable implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are âqualified investorsâ within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 and that are (i) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the âOrderâ) or (ii) high net
worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as ârelevant personsâ). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only for 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.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described in this announcement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the transaction described in this announcement, the Managers
and any of their affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described in this announcement or otherwise. Accordingly, references in any
subscription materials to the securities being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including any issue or
offer to, or subscription, acquisition, placing or dealing by, the Managers and
any of their affiliates acting as investors for their own accounts. The Managers
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
The issue, subscription or purchase of shares or other financial instruments in
the Company is subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assume any responsibility in
the event there is a violation by any person of such restrictions. The
distribution of this release may in certain jurisdictions be restricted by law.
Persons into whose possession this release comes should inform themselves about
and observe any such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
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 âbelieveâ, âaimâ, âexpectâ,
âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ,
âshouldâ and similar expressions. Any 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 their
control. Actual events may differ significantly from any anticipated development
due to a number of factors, including without limitation, changes in public
sector investment levels, changes in the general economic, political and market
conditions in the markets in which the Company operates, the Companyâs ability
to attract, retain and motivate qualified personnel, changes in the Companyâs
ability to engage in commercially acceptable acquisitions and strategic
investments, and changes in laws and regulation and the potential impact of
legal proceedings and actions. 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 Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
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 its affiliates accepts any liability arising from the use of
this announcement.
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.
Kilde
