DOF Subsea AS (âDOF Subseaâ or the âCompanyâ, and together with its subsidiaries
the âGroupâ) has earlier requested and obtained approval for a new bond debt
structure, as part of a comprehensive refinancing (proposals 5 December 2019,
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and revised proposal on 12 February 2020, together the âOriginal Refinancing
Proposalâ). These approvals were conditional upon, amongst others, approvals
from secured lenders and the completion of a NOK 200 million equity raise within
30 April 2020.
As described in the press release on 27 March 2020 (available on
http://www.newsweb.oslobors.no/message/499850), the Company has, after the
bondholder approvals were obtained, been faced with significant negative market
developments not foreseen when the Original Refinancing Proposal was put
forward, including the effect of COVID-19, the sharp decline in oil prices, and
extreme currency fluctuations, which also have had a direct negative impact on
the Companyâs liquidity.
As a consequence of the sudden and significant uncertainties caused by these
recent developments, the ongoing refinancing of the Group will necessarily be
delayed and the Group has announced that it will continue its dialogue with the
banks and bondholders to secure a long term financing solution, which also must
be sufficiently robust after the recent developments.
In order to facilitate such continued dialogue, the Company today summons
bondholder meetings in the three bonds to approve a stand-still as further set
out in the attached summons (the âProposalâ). During the first part of this
period, the Company will seek to stabilize the situation (together with its
major lenders), and then reopen the dialogue with all stakeholders, including
secured lenders and bondholders.
The Company has engaged ABG Sundal Collier ASA and Pareto Securities AS as its
financial advisors with respect to the Proposal. Accordingly, Bondholders may
contact ABG Sundal Collier ASA at +47 22 01 61 66 or Pareto Securities AS Fixed
Income Sales at +47 22 87 87 70 for further information.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
IMPORTANT INFORMATION
This communication may not be published, distributed or transmitted in the
United States, Canada, Australia or Japan. These materials do not constitute an
offer of securities for sale or a solicitation of an offer to purchase
securities of DOF ASA or the Company in the United States, Norway or any other
jurisdiction. The securities of DOF ASA and the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the âU.S. Securities Actâ).
The securities of DOF ASA and the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to âqualified
institutional buyersâ as defined in Rule 144A under the U.S. Securities Act and
to âmajor U.S. institutional investorsâ under SEC Rule 15a-6 to the United
States Exchange Act of 1934. No public offering of the securities will be made
in the United States. In any EEA Member State that has implemented the
Prospectus Directive, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Directive, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression âProspectus
Directiveâ means Directive 2003/71/EC (and amendments thereto, including
Directive 2010/73/EU, to the extent implemented in any relevant Member State)
and includes any relevant implementing measure in the relevant Member State. In
the United Kingdom, this communication is only addressed to and is only directed
at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as âRelevant Personsâ). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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. 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 âanticipateâ,
âbelieveâ, âcontinueâ, âestimateâ, âexpectâ, âintendsâ, âmayâ, âshouldâ, âwillâ
and similar expressions. The 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 its control.
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 information, opinions and
forward-looking statements contained in this announcement speak only as at its
date, and are subject to change without notice. This announcement is made by
and, and is the responsibility of, the Company. Pareto Securities AS and ABG
Sundal Collier (the âManagersâ) are acting exclusively for the Company and no
one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, or for advice in
relation to the contents of this announcement or any of the matters referred to
herein. Neither the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein. 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 or DOF ASA. Neither the Managers nor any of their respective affiliates
accepts any liability arising from the use of this announcement. Each of DOF
ASA, the Company, the Managers and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise. 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.
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 3,500 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 35 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.
Kilde
