DOF ASA : Final result of the rights issue and transactions by primary insiders | DOF ASA News

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT.

Reference is made to previous stock exchange announcements regarding the rights issue (the 'Rights Issue') by DOF ASA ('DOF' or the 'Company') of minimum 750,000,000 and maximum 1,200,000,000 new shares with a nominal value of NOK 0.50 each (the 'Offer Shares') at a subscription price of NOK 1.00 per Offer Share (the 'Subscription Price').

The subscription period for the Rights Issue expired on 25 July 2016 at 16:30 hours (CET). At the expiry of the subscription period, the Company had received subscriptions for a total of 1,059,869,852 Offer Shares.

The Company's board of directors has now approved the final allocation of the Offer Shares in the Rights Issue based on the allocation criteria set out in the Company's prospectus dated 8 July 2016 (the 'Prospectus').

888,166,311 Offer Shares, constituting approximately 84% of the Offer Shares were subscribed for by the exercise of subscription rights and have been allocated on that basis. 168,491,341 Offer Shares, constituting approximately 16% of the Offer Shares, have been allocated pro rata to subscribers who have over-subscribed based on the number of subscription rights exercised by each such subscriber. 3,212,200 Offer Shares, constituting approximately 0.3% of the Offer Shares, have been allocated to subscribers without subscription rights.

The Company will use the proceeds from the Rights Issue in excess of NOK 850 million to offer to repurchase bonds in the new subordinated convertible bond with a nominal value of NOK 1,032.5 million (the 'Subordinated Convertible Bond'). Based on received pre-commitments from bondholders to sell their new subordinated convertible bonds to the Company, the Company will repurchase new subordinated convertible bonds for NOK 209,869,852, being the proceeds exceeding NOK 850 million. Following the repurchase, the outstanding amount under the Subordinated Convertible Bond will be NOK 822,630,148.

Following the Offer Shares having been issued and the repurchase of the new subordinated convertible bonds by the Company have been completed, the Company will have issued and outstanding 1,170,921,200 shares and the Subordinated Convertible Bond convertible into 822,630,148 shares (at a fixed conversion price of NOK 1 per share), in total 1,993,551,348 shares on a fully diluted basis.

The following primary insiders/close associates of primary insiders have been allocated Offer Shares in the Rights Issue at the Subscription Price in accordance with the terms set out in the Prospectus:

- Møgster Offshore AS (controlled by the Møgster family, including the chairman of the board Helge Møgster and board member Karoline Møgster) has been allocated 750,000,000 Offer Shares. Following completion of the Rights Issue, Møgster Offshore AS will hold 806,876,050 shares in the Company, representing approximately 68.9% of the shares and votes in the Company. The shareholding of Møgster Offshore AS will be diluted to approximately 40.5% following conversion of the entire Subordinated Convertible Bond (taking into account the repurchase described above).

H. Møgster AS (controlled by the Møgster family, including the chairman of the board Helge Møgster and board member Karoline Møgster) has been allocated 2,500,000 Offer Shares. Following completion of the Rights Issue, H. Møgster AS will hold 2,550,000 shares in the Company, representing approximately 0.2% of the shares and votes in the Company. The shareholding of H. Møgster AS will be diluted to approximately 0.1% following conversion of the entire Subordinated Convertible Bond (taking into account the repurchase described above).

Following completion of the Rights Issue, the Møgster family, including the chairman of the board Helge Møgster and board member Karoline Møgster, will indirectly hold 809,426,050 shares in the Company, representing approximately 69.1% of the shares and votes in the Company. The shareholding of the Møgster family will be diluted to approximately 40.6% following conversion of the entire Subordinated Convertible Bond (taking into account the repurchase described above).

- Mons Aase, CEO, has via Moco AS been allocated 7,500,000 Offer Shares. Following completion of the Rights Issue and issuance of the Subordinated Convertible Bond, Moco AS will hold (i) 8,594,184 shares in the Company, representing approximately 0.7% of the shares and votes in the Company and (ii) bonds in the nominal amount of NOK 6,250,000 in the Subordinated Convertible Bond, convertible into 6,250,000 new shares in the Company.

- Hilde Drønen, CFO, has via Djupedalen AS been allocated 2,000,000 Offer Shares. Following completion of the Rights Issue and issuance of the Subordinated Convertible Bond, Djupedalen AS will hold (i) 2,066,000 shares in the Company, representing approximately 0.1% of the shares and votes in the Company, and (ii) bonds in the nominal amount of NOK 750,000 in the Subordinated Convertible Bond, convertible into 750,000 new shares in the Company.

Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed today. Payment for the allocated shares falls due on 1 August 2016 in accordance with the payment procedures described in the Prospectus.

Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 3 August 2016 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about the same day. The Offer Shares will be listed on the Oslo Stock Exchange as soon as the Offer Shares have been registered in the VPS. This is expected to take place on or about 4 August 2016.

The following primary insiders/close associates of primary insiders have subscribed for bonds in the Subordinated Convertible Bond:

- Mons Aase, CEO, has on 28 July 2016 via Moco AS subscribed for bonds in the amount of NOK 6,250,000 in the Subordinated Convertible Bond at nominal value. Following issuance of the Subordinated Convertible Bond, Moco AS will hold bonds with a total nominal value of NOK 6,250,000 in the Subordinated Convertible Bond, convertible into 6,250,000 new shares in the Company.
- Kristian Falnes, board member, has on 28 July 2016 subscribed for bonds in the amount of NOK 5,750,000 in the Subordinated Convertible Bond at nominal value. Following issuance of the Subordinated Convertible Bond, Kristian Falnes will hold bonds with a total nominal value of NOK 5,750,000 in the Subordinated Convertible Bond, convertible into 5,750,000 new shares in the Company.
- Helge Singelstad, board member, has on 28 July 2016 subscribed for bonds in the amount of NOK 2,500,000 in the Subordinated Convertible Bond at nominal value. Following issuance of the Subordinated Convertible Bond, Helge Singelstad will hold bonds with a total nominal value of NOK 2,500,000 in the Subordinated Convertible Bond, convertible into 2,500,000 new shares in the Company.
- Hilde Drønen, CFO, has on 28 July 2016 via Djupedalen AS subscribed for bonds in the amount of NOK 750,000 in the Subordinated Convertible Bond at nominal value. Following issuance of the Subordinated Convertible Bond, Djupedalen AS will hold bonds with a total nominal value of NOK 750,000 in the Subordinated Convertible Bond, convertible into 750,000 new shares in the Company.

The subscription for the Subordinated Convertible Bond will be settled through conversion of existing ownership of the bonds DOF09, DOF10 and DOF11.

For further information, please contact:
CEO Mons Aase, tel. [phone]
CFO Hilde Drønen, tel. [phone]

IMPORTANT INFORMATION

This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the company (the 'Shares') in the United States, Norway or any other jurisdiction. The securities mentioned herein, including the subscription rights to subscribe for Shares (the 'Subscription Rights'), have not been, and will not be, registered under the United States Securities Act of 1933 (the 'Securities Act'). Neither the Shares nor the Subscription Rights may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. Any sale in the United States of the Shares or the Subscription Rights mentioned in this communication will be made solely to 'qualified institutional buyers' as defined in Rule 144A under the Securities Act pursuant to transactions exempt from, or not subject to, the registration requirements of the Securities Act.

Any offering of securities will be made by means of a prospectus to be published that may be obtained from the Company once published, and that will contain detailed information about the Company and its management, as well as financial statements. These materials are an advertisement and not a prospectus for the purposes of Directive 2003/71/EC, as amended (together with any applicable implementing measures in any Member State, the 'Prospectus Directive'). Investors should not subscribe for any Shares or acquire any subscription rights referred to in these materials except on the basis of information contained in the prospectus.

In any EEA Member State other than Norway (from the time the prospectus has been approved by the Financial Supervisory Authority of Norway, in its capacity as the competent authority in Norway, and published in accordance with the Prospectus Directive as implemented in Norway) 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 Article 2(1)(e) of the Prospectus Directive ('Qualified Investors'), i.e., only to investors to whom an offer of securities may be made without the requirement for the Company to publish a prospectus pursuant to Article 3 of the Prospectus Directive in such EEA Member State.

In the United Kingdom, these materials are only being distributed to and are 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 'Order') 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 'Relevant Persons'). 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 communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

DNB Markets, a part of DNB Bank ASA, Nordea Markets and Pareto Securities (the 'Joint Lead Managers') are acting for DOF and no one else in connection with the rights issue and will not be responsible to anyone other than DOF for providing the protections afforded to their respective clients or for providing advice in relation to the rights issue and/or any other matter referred to in this communication.

This communication and any materials distributed in connection with this communication may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect DOF's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, including the risks and uncertainties to be set out in the prospectus.