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Reference is made to the announcement made by DOF ASA ("DOF" as set out in the announcement on 22 June 2022 engaged in good faith discussions to agree alternative steps to implement the Restructuring in the event that the extraordinary general meeting of DOF does not pass the resolutions required to implement the Restructuring. Following such discussions the parties to the Restructuring Agreement have today entered into an addendum to the Restructuring Agreement (the ""Addendum"") detailing the steps that will be taken by the creditors subject to satisfaction or waiver of certain customary conditions to implement the Restructuring in such event. In the event that the extraordinary general meeting of DOF rejects the resolutions required to implement the Restructuring DOF shall subject to the terms of the Addendum procure that reconstruction proceedings are opened under the Norwegian Reconstruction Act of 7 May 2020 and propose a reconstruction with the following key elements: (i) a portion of DOF's direct financial indebtedness will be converted into equity; and (ii) no other liabilities of DOF or the Group will be affected by the reconstruction. All other elements of the Restructuring will be implemented following completion of the reconstruction. Implementation of the reconstruction proposal will require that an additional extraordinary general meeting of DOF approves the proposal with at least 50% of the shares represented at the general meeting. If the Restructuring is implemented by way of a reconstruction the existing shares in DOF will represent 1% of the fully diluted shares in DOF post completion unless otherwise agreed among the Group's creditors compared to 4% of the fully diluted shares in DOF if the Restructuring Agreement is adopted as proposed in the first extraordinary general meeting. If the reconstruction proposal cannot be implemented either because the required majority at the second extraordinary general meeting is not obtained or for other reasons bankruptcy proceedings will be opened in DOF. Pursuant to the Addendum the creditors of the Group have agreed to establish a new company (""Newco"") that will make an offer to acquire the entire business of the Group from the bankruptcy estate through an acquisition directly or indirectly of its subsidiaries against a subordination of their claims against DOF. No cash consideration will be offered. If such offer is successful Newco will become the new parent company in the Group and an application will be made for the listing of the shares of Newco on Oslo Børs or Euronext Expand Oslo. If the Restructuring is implemented following a bankruptcy in DOF the existing shareholders in DOF will not retain any equity interest in the restructured group. The board of directors and management of DOF firmly believe that it is in the best interest of DOF's shareholders that the Restructuring is implemented on a consensual basis and that the shareholders will obtain the best recovery by supporting the Restructuring at the extraordinary general meeting of DOF. However if a consensual solution is not possible the board of directors must have regard to the interest of its creditors as the main economic stakeholders of the Group as well as seeking to secure the continued operations of the business of the Group to the benefit of its customers employees and other stakeholders. To this end the board of directors is of the opinion that the implementation of the Restructuring through the alternative implementation steps agreed in the Addendum will be the best option available to DOF and the Group if the shareholders do not support the Restructuring at the extraordinary general meeting. All scenarios above including in case of a formal bankruptcy in the parent company DOF ASA to effect the Restructuring are structured to avoid any interruption to the ongoing operations of the Group and to avoid losses for the Group's customers suppliers and other trade creditors. Consequently no other creditors than the financial creditors are envisaged to be affected by such alternative implementations of the Restructuring Agreement. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com"
Historical OSE announcment from DOF Subsea
Published
October 13, 2022
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Thank you for your interest in DOF. If your inquiry did not match any of the categories that we provide, please write a short summary of your inquiry, where you are located, and your contact details, and we will send your inquiry to the best fit resource in our organisation. Please note that, due to privacy laws in multiple countries, DOF does not handle CV’s or job applications through this form and any job-related inquiry will be deleted upon receiving it. Thank you for understanding.
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