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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 - Cancellation of subsequent offering
Oslo, 7 October 2024: Reference is made to the stock exchange announcement from
DOF Group ASA (âDOFâ or the âCompanyâ) published on 3 July 2024 regarding the
successful completion of a private placement raising NOK 1,064 million in gross
proceeds at a price per share of NOK 99.00 (the âPrivate Placementâ) and the
contemplated subsequent offering of up to 2,014,943 shares at the same
subscription price as in the Private Placement (the âSubsequent Offeringâ).
The Companyâs shares have in recent months traded around or below the
subscription price in the Private Placement at significant volumes. Following
the announcement of the completion of the Private Placement, 31,835,698 of the
Companyâs shares (i.e. more than 15 times the size of the Subsequent Offering)
have traded at or below the Subscription Price on the Oslo Stock Exchange (the
volume-weighted average price per share for this volume has been NOK 91.9121).
Additionally, the closing price per share today (7 October 2024) on the Oslo
Stock Exchange was NOK 93.50 (i.e. well below the Subscription Price).
Existing shareholders wishing to neutralize the dilutive effect of the Private
Placement, have thus had the opportunity to purchase shares in the market at
prices below the price which would have been the subscription price in the
Subsequent Offering.
The Companyâs board of directors has therefore resolved not to proceed with the
Subsequent Offering. The board of directors have in this respect also taken into
account that the proceeds from the Subsequent Offering will not be required to
fund the contemplated acquisition of Maersk Supply Service A/S nor for general
corporate purposes.
Following cancellation of the Subsequent Offering, the separate share issue
directed towards Maersk Supply Service Holding ApS (âMSSHâ) in connection with,
and subject to completion of, the Subsequent Offering will also be cancelled.
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 7 October 2024 at the time
set out above.
For further information, please contact:
Martin Lundberg, SVP Finance DOF Group ASA. Phone: +47 916 21 057
Eirik Vardøy, Investor Relations DOF Group ASA. Phone: +47 948 36 464
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:
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.
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 for the Private Placement (the âManagersâ) 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.
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 Private
Placement 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).
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.
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
