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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 31 July 2019: Norwegian Energy Company ASA (“Noreco” or the “Company”)
hereby announces that Noreco, through a wholly owned subsidiary, has today
completed its acquisition of 100% of the shares in Shell Olie- og Gasudvinding
Danmark B.V. (the “Acquisition”).
Through this acquisition, which was agreed and announced on 17 October 2018,
Noreco has become the second largest oil and gas producer in Denmark and a
considerable independent exploration and production company in the North Sea.
Noreco has a 36.8% interest in the Danish Underground Consortium (DUC), a joint
venture with 15 producing fields and related infrastructure. Noreco also
increased its interest in the Lulita field from 10% to 28.4%.
“With the successful completion of this transformational acquisition, we will
now work closely with the operator to maximise recovery of proven reserves and
resources. We will seek to continue value creation also by exploring new
opportunities in the DUC concession and elsewhere,” says Riulf Rustad, Chair of
the Board of Noreco.
Included in the acquisition are proven and probable (2P) reserves of 195 million
barrels of oil equivalents per year end 2018 based on the most recent
independent assessment, of which 66% are liquids. The seller’s share of
production from DUC in 2018 was 57 thousand barrels of oil equivalents per day.
In connection with closing of the Acquisition, as previously informed, inter
alia the following has taken place; (i) the release of funds to the acquiring
subsidiary from the seven-year USD 900 million Reserve Based Lending Facility,
(ii) Noreco’s repayment of the outstanding NOR10 bond loan, as announced on 30
July 2019, (iii) the completion of the directed share capital increase of USD
352 million in Noreco (the “Private Placement”), as announced on 26 July 2019,
and (iv) the completion of the convertible bond loan issue in Noreco with the
principal amount of USD 158,138,102 (the “Convertible Bond”), as announced on 26
July 2019.
Noreco is in the process of preparing a prospectus (the “Prospectus”). It is
currently expected that the Prospectus will be approved by the Financial
Supervisory Authority of Norway on or about 9 August 2019. Following approval of
the Prospectus; (i) the new shares issued in the Private Placement will be
tradable on Oslo Børs, (ii) the bonds in the Convertible Bond shall be listed on
Oslo Børs, and (iii) the commencement of the subscription period for the up to
USD 40 million subsequent offering towards eligible existing shareholders of
Noreco as of 16 October 2018, as resolved on the extraordinary general meeting
held on 8 November 2018 (the “Subsequent Offering”). Provided timely approval
and publication of the Prospectus, the subscription period for the Subsequent
Offering is expected to commence on or about 12 August 2019.
The Company has posted a Company update on its web
-pages https://www.noreco.com/uploads/documents/190731-Noreco-Company
-Presentation.pdf
Contacts:
Riulf Rustad, Chair of the Board, +47 900 87 703 or [email protected]
About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore
industry. The Company’s shares are listed on Oslo Børs (ticker NOR). For further
information, please visit: www.noreco.com.
IMPORTANT INFORMATION
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company’s financial advisors 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 securities transactions,
the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other
information in connection with the securities transactions may be restricted by
law in certain jurisdictions. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not
constitute, any offer of securities for sale in the United States or in any
other jurisdiction. The securities transactions have not been made in any
jurisdiction or in any circumstances in which such offer or solicitation would
be unlawful. This announcement is not for distribution, directly or indirectly
in or into any jurisdiction in which it is unlawful to make any such offer or
solicitation to such person or where prior registration or approval is required
for that purpose. No steps have been taken or will be taken relating to the
securities transactions in any jurisdiction in which such steps would be
required.
Neither the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of the Company
or that the information contained herein is correct as of any date subsequent to
the earlier of the date hereof and any earlier specified date with respect to
such information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares of the Company nor the shares or bonds issued in the securities
transactions have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “US Securities Act”) or with any
securities regulatory authority of any state or other jurisdiction of the United
States, and may not be offered or sold in the United States or to, or for the
account of, U.S. persons (as such term is defined in Regulation S under the US
Securities Act), except pursuant to an effective registration statement under,
or an exemption from the registration requirements of, the US Securities Act.
All offers and sales outside the United States will be made in reliance on
Regulation S under the US Securities Act. There will be no public offer of
securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made (if an offer is made). This
announcement does not constitute an offer to sell or the solicitation of an
offer to buy or subscribe for, any securities and cannot be relied on for any
investment contract or decision.
This document contains forward-looking statements. All statements other than
statements of historical fact included in this information are forward-looking
statements. Forward-looking statements are current expectations and projections
relating to the Company’s financial condition, results of operations, plans,
objectives, future performance and business. These statements may include,
without limitation, any statements preceded by, followed by or including words
such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,”
“estimate,” “plan,” “project,” “will,” “can have,” “likely,” “should,” “would,”
“could” and other words and terms of similar meaning or the negative thereof.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors beyond the Company’s control that could cause
the Company’s actual results, performance or achievements to be
materially different from the expected results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Company’s present and
future business strategies and the environment in which it will operate in the
future.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore
industry. The company’s shares are listed on the Oslo Stock Exchange (ticker
NOR). For further information, please visit: www.noreco.com.
Kilde
