Reference is made to the announcement made by DOF ASA ("DOF" and together with
its subsidiaries the "Group") on 22 June 2022 regarding the execution of an
agreement with a substantial group of creditors and certain other stakeholders
on a comprehensive financial restructuring (the "Restructuring"), the
announcement on 13 October 2022 with an update on the Restructuring process and
the notice published on 21 October 2022 of the extraordinary general meeting in
DOF to be held on 11 November 2022 (the "EGM").
DOF has today received a letter from the advisors of the main creditors of the
Group (the "Creditor Letter"). The Creditor Letter is attached to the enclosed
letter from the chairman of DOF to the shareholders.
The shareholders are urged to read the letters and the information highlighted
below carefully prior to making any decisions on how to vote at the EGM.
It is made clear in the Creditor Letter that:
i. there is no room for further negotiations with the creditors ;
ii. the implementation of the Restructuring as proposed to the EGM is the only
consensual alternative to a claim from the creditors for full repayment of the
loans ; and
iii. in the event that the shareholders fail to approve the required resolutions
at the EGM, the proposed Restructuring will be implemented as a forced process
pursuant to the Norwegian Reconstruction Act or through a bankruptcy in DOF,
providing the shareholders with less or no value compared to the proposed
consensual Restructuring.
As emphasized by the chairman in the attached letter to the shareholders of DOF,
all shareholders should prior to deciding how to vote in particular consider the
following elements carefully:
i. The shareholders of DOF will receive the highest value (and the largest
portion of any future upside) in the event that the Restructuring is approved by
the EGM ;
ii. the proposed consensual Restructuring provides the shareholders with 4 % of
the share capital even if the equity in DOF in reality is lost in the prevailing
financial situation. This is a favorable solution given the existing status of
the Group and also compared to similar restructuring cases ;
iii. in the event that the shareholders fail to approve the Restructuring at the
EGM, the Restructuring will be implemented as a forced process pursuant to the
Norwegian Reconstruction Act in which event the shareholders will only be
secured 1 % of the share capital following the Restructuring ;
iv. in the event that the Restructuring cannot be implemented pursuant to the
Reconstruction Act, the Restructuring will be implemented through a bankruptcy
in DOF and the shareholders of DOF will be left with zero value ; and
v. the arguments presented by the group of minority shareholders relating to
underlying values in the Group and that a bankruptcy will not be declared, are
unfortunately based on fundamental misunderstandings as the bankruptcy
alternative will be adopted if required and the existing shareholders then will
be left with zero value.
It is also emphasised that an already submitted power of attorney, until the EGM
(at 12:00 on 11 November 2022), can be withdrawn and changed to an instruction
to vote in favour of the proposed resolutions at the EGM.
DOF has also noted that certain minority shareholders have expressed that they
have not received required information from DOF. It should in this respect be
noted that representatives of DOF have reached out to a large number of
shareholders in order to explain the information provided to the shareholders
through stock exchange announcements and the notice of the EGM. However, any
shareholder who still require additional information are welcome to contact:
CFO Hilde Drønen, tel. +47 916 61 009
CFO (Acting) Martin Lundberg, tel. +47 916 21 057
Group General Counsel Petter O. Pharo, tel. +47 982 06 477
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 3,900 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 40 years in the offshore business, the group has a
strong position in terms of experience, innovation, product range, technology
and capacity. DOF's 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 company's 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 Stock Exchange since 1997.
