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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: Private Placement successfully placed
Oslo, 3 July 2024: Reference is made to the announcement made by DOF Group ASA
(âDOFâ or the âCompanyâ) on 2 July 2024 regarding the launch of a contemplated
private placement to raise gross proceeds of the approximate NOK equivalent of
USD 100 million (the âPrivate Placementâ).
The Company is pleased to announce that the Private Placement has been
successfully placed through the allocation of 10,746,364 new shares (the âOffer
Sharesâ) at a price per Offer Share of NOK 99 (the âOffer Priceâ), raising
approximately NOK 1,064 million in gross proceeds. The Offer Price reflected a
premium of 1.3% to VWAP of 2 July 2024, and a premium of 8.5% to VWAP over the
last 10 trading days. The Private Placement was significantly oversubscribed by
existing shareholders.
Carnegie AS, Danske Bank, Norwegian Branch and DNB Markets, a part of DNB Bank
ASA are acting as joint bookrunners in connection with the Private Placement
(together the âManagersâ).
The Company has as also announced on 2 July 2024 signing of an agreement to,
subject to certain conditions, acquire Maersk Supply Service A/S (âMSSâ) to
further enhance its position as a major integrated offshore services provider
(the âMSS Transactionâ). 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, 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.
The Private Placement consists of one tranche with Offer Shares for a
subscription amount of approximately NOK 798 million (âTranche 1â) and a second
tranche solely directed towards Maersk Supply Service Holding ApS (âMSSHâ) with
Offer Shares for a subscription amount of NOK 266 million (âTranche 2â).
Completion of Tranche 2 is conditional on (i) completion of Tranche 1, (ii)
successful closing of the MSS Transaction, which is expected within the end of
Q4 2024, and (iii) approval by an extraordinary general meeting of DOF to be
held on or about 26 July 2024 (the âEGMâ) of an authorisation to the Board to
issue the Offer Shares in Tranche 2.
The Offer Shares allocated in Tranche 1 will be settled on a delivery versus
payment basis (âDVPâ) on or about 5 July 2024. The Company and the Managers have
entered into a share lending agreement with Geveran Trading Company Ltd
(âGeveranâ) to facilitate the DVP settlement. The Offer Shares allocated in
Tranche 1 will thus be tradeable from allocation. The board of directors of DOF
(the âBoardâ) has on 2 July 2024 resolved to issue 8,059,773 new shares in the
Company, based on the board authorisation granted by the Annual General Meeting
held on 23 May 2024. The Managers will settle the share loan with such new
shares.
Following the issuance of the Offer Shares in Tranche 1, the Company will have
an issued share capital of NOK 461,772,477.50 divided into 184,708,991 shares,
each with a nominal value of NOK 2.50.
Investors being allocated shares in Tranche 1 and certain other shareholders
have undertaken to vote in favour of the resolutions required to complete
Tranche 2, the MSS Transaction and the Subsequent Offering (as defined below) at
the EGM for the shares they hold as of the record date for voting at the EGM.
The Private Placement represents a deviation from the shareholdersâ preferential
rights to subscribe for the 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, and has concluded that the Private Placement is in
compliance with these obligations.
Reference is in this respect made to the assessment of the Board as described in
the announcement on 2 July 2024 regarding the launch of the Private Placement.
By structuring the equity raise as a private placement, the Company has been
able to raise the equity required to complete the MSS Transaction efficiently
and thereby remove the uncertainty related to this part of the financing.
Furthermore, the subscription price in the Private Placement has been determined
through an accelerated public bookbuilding process launched after the
announcement of the MSS Transaction and is therefore deemed to reflect the
market price for the Companyâs shares. As Tranche 1 of the Private Placement
only represents 4.36% of the Companyâs existing share capital, the dilutive
effect for shareholders not participating (or not receiving pro-rata allocation)
will be limited. The dilutive effect for the combined Private Placement, Tranche
1 and Tranche 2, is 5.73%.
The Board will also propose to implement a subsequent repair offering of
2,014,943 new shares raising gross proceeds of approximately NOK 199 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 contacted in the pre-sounding/wallcrossing 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 âEligible Shareholdersâ).
The Eligible Shareholders will be granted non-transferable subscription rights
to subscribe for and be allocated new shares in the Subsequent Offering. The
subscription price in the Subsequent Offering will be equal to the Offer Price.
Oversubscription will be permitted, but subscription without subscription rights
will not be permitted. The net proceeds from the Subsequent Offering will be
used for general corporate purposes.
The Subsequent Offering has been fully underwritten by Geveran without any
underwriting fee.
Completion of the Subsequent Offering will be subject to (i) the approval of the
EGM of an authorisation to the Board to issue the shares in the Subsequent
Offering and (ii) the publication of a prospectus pertaining to the Subsequent
Offering approved by the Norwegian Financial Supervisory Authority.
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 671,648 new shares in DOF raising gross proceeds
of approximately NOK 66 million.
Further information regarding the Subsequent Offering will be announced in a
separate stock exchange notice.
Against this background, the Board has concluded that the Private Placement is
in the common interest of the Company and its shareholders.
Based on the above the Board has decided to propose to the EGM that the Board is
authorised to increase the Companyâs share capital by:
¡ in total NOK 155,603,280.50 through the issue of in total 62,241,312 shares
to MSSH;
¡ NOK 5,037,357.50 through the issue of 2,014,943 new shares in the Subsequent
Offering;
¡ up to NOK 46,177,250 as a new general authorisation to the Board replacing
the general; and authorisation granted to the Board by the Annual General
Meeting on 23 May 2024.
As announced in the announcement regarding the MSS Transaction on 2 July 2024,
it will also be proposed to the EGM to elect two new board members and a new
chair of the nomination committee to be nominated by MSSH with effect from
closing of the MSS Transaction.
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.
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 3 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
