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DOF Group ASA - Subsea mooring installation contract award in the APAC region

DOF Group ASA ("DOF") is pleased to announce a Substantial contract award for subsea mooring installation services in the APAC Region...

DOF Group ASA - Subsea mooring installation contract award in the APAC region

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Reference is made to the announcement made by DOF Subsea AS (the "Company") on 22 June 2022 and 21 October 2022 regarding the execution of an agreement (the "Restructuring Agreement") with a substantial group of financial creditors and certain other stakeholders of the DOF group (the "Group") on a comprehensive financial restructuring (the "Restructuring") DOF ASA (its bankruptcy estate) ceases to have any ownership in New DOF ASA (""New DOF"") or in any companies within the Group. As part of the Restructuring the financial creditors have converted approximately NOK 6 billion of debt into equity in New DOF. Following such conversion New DOF has a share capital of NOK 395 626 490 divided into 158 250 596 shares each with a nominal value of NOK 2.50. A new board of directors of New DOF consisting of Svein Harald Øygard (Chair) Harald Thorstein Christine J. Morris Daniela Ribeiro Davila and Harry Knox has also been elected. New DOF will apply for listing on Oslo Børs in the near future. The completion of the Restructuring creates a stable and viable platform for the restructured Group through (i) a substantial conversion of debt into equity (ii) reinstated debt terms supporting liquidity and providing significant maturity runway and (iii) the simplification of the Group’s financing structure. The Restructuring therefore leaves the Group well positioned to support its operations secure new contracts and continue to deliver on the Group’s strategy. CEO Mons Aase commented: “I am very pleased that we today can announce that the restructuring of the DOF Group is concluded. With approximately NOK 6 billion in reduced debt and much improved earnings the financial position of the DOF Group is strong. I would like to thank our customers and creditors for their support and loyalty through the long-lasting refinancing process. I would also like to thank all employees in the DOF Group for their dedication loyalty and hard work. Together with the entire DOF team we now look forward to continuing building DOF as a leading global player within both Offshore Floating Wind and Oil Services. "" As part of the completion of the Restructuring an extraordinary general meeting in the Company was held today. It was resolved to increase the Company's share capital by increasing the nominal value of each of the issued shares by NOK 1.5 from NOK 10 to NOK 11.5 in two separate share capital increases. Thereby the total increase of the Company's share capital was NOK 251 29 143 from NOK 1 673 527 620 to NOK 1 924 556 763. Both share capital increases were subscribed by the Company's parent company New DOF. In accordance with the Restructuring Agreement Nordic Trustee AS (acting on behalf of the bondholders) has transferred a claim in the amount of NOK 3 43 334 302 out of a total claim of NOK 3 718 334 302 against the Company under the three existing bond issuances (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020 DOF Subsea AS 9.50% Senior Unsecured Bond Issue 2017/2022 and FRN DOF Subsea AS Senior Unsecured Bond Issue 2018/2023 including accrued but unpaid interest thereon) to New DOF creating a receivable for New DOF against the Company. The share contribution in the abovementioned share capital increase in the Company was settled by way of set-off of this receivable. An amount of NOK 675 0 000 outstanding under the three existing bond issuances has been reinstated into one new bond issue with ISIN NO0012753666 on such terms and conditions as set out in a new bond agreement. A summary of the main terms and conditions are set out below: • Maturity date: The new bonds mature on 17 December 2027 and the Company and New DOF will have the option (subject to certain conditions) to settle the new bonds in cash or by the issue to the bondholders of ordinary shares in New DOF. • Interest: The new bonds will be deemed to have accrued interest from 30 June 2022 at a rate of the aggregate of NIBOR and 2% p.a. payable by issuance of additional bonds under the same ISIN. The first interest payment date will occur on 31 March 2023. • Guarantee: The new bonds will be unsecured but guaranteed by DOF PLSV Investments AS a direct wholly owned subsidiary of the Company which owns 50% of the shares in DOFCON JV. • Listing: The new bonds will not be listed. The conditions precedent for issuing the new bonds have been satisfied and the new bonds have been delivered to the paying agent under the existing bonds. The exchange/conversion in the CSD of the existing bonds into new bonds issued by as the Company and shares in New DOF is expected to occur in accordance with the step plan and indicative timeline published by Nordic Trustee on 20 March 2023. The Company's articles of association have been amended to reflect the Company's new share capital and the share capital increase has been filed with the Norwegian Registry of Business Enterprises. New DOF ASA and DOF Subsea AS have been advised by Evercore ABG Sundal Collier and Pareto Securities as financial advisers and Thommessen as legal advisor in connection with the Restructuring. Nordic Trustee AS has been advised by Arctic Securities and Carnegie as financial advisers and Akin and Wiersholm as legal advisers in connection with the Restructuring. The senior secured lenders to the Group have been advised by PJT as financial adviser and Wikborg Rein as legal adviser in connection with the Restructuring. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Hilde Drønen tel. +47 91 66 10 09 CFO DOF Subsea AS 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. With a multi-national workforce of about 3 800 personnel DOF 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 centres and business units are located in Norway the UK the USA Singapore Brazil Argentina Canada Angola and Australia"

DOF Subsea

Helge Møgster has announced that he will be resigning from the Board of Directors in DOF ASA following the upcoming ordinary General Meeting, after 18 years in the role as chairman. He will also resign as chairman in DOF Subsea AS. It will be proposed to the general meeting of both DOF ASA and DOF Subsea AS that Hans Olav Lindal replaces Helge Møgster as chairman of the two companies. The Group will be facing a very challenging period going forward, with extensive and comprehensive processes related to the refinancing of the Group. This will be demanding for the Board of Directors and the management, and will involve other and extensive requirements. Lindal has extensive experience and competence corresponding well to these challenges, and it is considered to be in the best interests of the company and shareholders that he will be leading the Board of Directors through this phase. Møgster will still be heavily engaged in the company, and will focus his efforts on his ownership role. For further information please contact: Mons S. Aase, CEO, Tel: +47 91 66 10 12 Hilde Drønen, CFO, Tel: + 47 91 66 10 09 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. 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 Exchange since 1997.

Historical OSE Notices

Update - Proposed changes to the Board

April 24, 2020

Historical OSE Notices

Approval of the Annual Accounts 2019 and proposed changes to the Board

April 24, 2020

Result from bondholders' meetings Reference is made to the summons to bondholders' meetings in DOFSUB07 (ISIN NO 001 0670144), DOFSUB08 (ISIN NO 001 078817.7) and DOFSUB09 (ISIN NO 001 083681.0) issued dated 3 April 2020 and the addendum to the summons issued 21 April 2021. The bondholders' meetings were held today, and the proposed resolution received 99.06%, 98.40% and 100% of the votes in DOFSUB07, DOFSUB08, and DOFSUB09 respectively. Approval of the proposal set out in the summons required 2/3 majority in all three bonds, and the proposal was consequently approved and this pre-condition for a continued constructive dialogue between the DOF Group and its secured lenders and bondholders is then satisfied. Please see the attached minutes from bondholders' meetings. Update on tender activities There has been a sharp decline in the tender activities, with few new contract opportunities and less projects to bid for. Due to the sharp decline in the oil price, the oil companies have reduced their exploration activity substantially and some have also started to reduce existing production. It must be expected that the Group will continue to experience adverse consequences of the sharp decline in the oil price, and the responses of the oil companies to such decline. Several of the Group's vessels will finish their firm contract periods during 2020, and if the challenging market continues most of these vessels could move into lay-up. On the positive side, DOF is pleased to announce that Equinor Energy has awarded Skandi Vega a new contract. The vessel is owned by DOF Rederi. The duration of the contract is 6 months firm, with up to 6 months option. Equinor has an option to change the contract to a 2 or 3 year firm period within the next 4 months. Skandi Vega has been on contract to Equinor since the delivery in 2010. The new award is another sign of the quality provided by the crew and vessel. Due to the developments after the announcement of the financial report of the Group for the 4th quarter 2019, the expectations regarding EBITDA for 2020 expressed therein will no longer apply. It is currently too early to express any view on the expected EBITDA for 2020 in light of the changed environment. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO DOF Hilde Drønen tel. +47 91 66 10 09 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. 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 Exchange since 1997.

Historical OSE Notices

DOF ASA AND DOF SUBSEA AS: RESULT FROM BONDHOLDERS' MEETINGS AND UPDATE ON TENDER ACTIVITIES

April 22, 2020

Historical OSE Notices

ADDENDUM TO BONDHOLDERS' SUMMONS

April 21, 2020

DOF Subsea AS ("DOF Subsea" or the "Company", and together with its subsidiaries the "Group") has earlier requested and obtained approval for a new bond debt structure, as part of a comprehensive refinancing (proposals 5 December 2019, and revised proposal on 12 February 2020, together the "Original Refinancing Proposal"). 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 Company's 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 "Proposal"). 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 "U.S. Securities Act"). 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 "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" 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 "Prospectus Directive" 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 "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 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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 "Managers") 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. 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 Exchange since 1997.

Historical OSE Notices

COMPANY UPDATE, REQUEST FOR STAND-STILL AND SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS

April 3, 2020

Historical OSE Notices

Financial calendar

April 2, 2020

DOF ASA ("DOF") and DOF Subsea AS ("DOF Subsea" and together with DOF and their respective subsidiaries the "Group") will below provide an update on the effects of the recent extreme currency fluctuations (including the liquidity impact), the sharp decline in the oil price and COVID-19 and an update on the ongoing refinancing process described in previous announcements by the Group. Currency effects and liquidity impact The negative development in the exchange rate for NOK has had a material negative impact on key financial figures of the Group, related to both equity/solidity and liquidity. Future currency developments will necessarily impact on these figures, but it is likely that the equity of the Group as of 31 March 2020 will be materially adversely affected by this development. The negative developments in the exchange rates for NOK have resulted in a currency loss in excess of NOK 200 million. Although the currency fluctuations have caused overdrafts on certain of the cash pool accounts comprised by DOF Subsea's Group Account Agreement, DOF Subsea has with the support from its lenders obtained a consent to the relevant limits being exceeded and is therefore not in default under these arrangements. Preliminary effects of COVID-19 and the decline in the oil price The Group has been able to continue normal operations of its vessels even if replacement of crew has become, and is expected to become, increasingly difficult due to COVID-19. However, there is a general increased risk in the sector of postponements of offshore projects as a result of COVID-19 and the decline in the oil price, which also could involve the Group`s vessels and assets even if the Group so far, naturally only to a limited extent, has been impacted by these events. It should therefore be expected that both COVID-19 and the oil price development will have an adverse negative effect on the Group. The sudden and extreme currency fluctuations have resulted in liquidity challenges for the Group. The Group is in a close and constructive dialogue with its banks in order to discuss alternatives to solve the liquidity situation of the Group in the short and medium term as a result of the recent developments. The Group has with the support of its lenders on very short notice already been granted a credit facility by certain of its lenders in the amount of NOK 100 million to cover its immediate liquidity needs. As part of these discussions, the parties are also discussing a new and larger credit facility to cover the Groups short term liquidity needs, required waivers from certain of the Group's covenants as of 31 March 2020, including both the equity and liquidity covenants, as well as deferrals of interest payments and amortizations. The Group has thereby in consultation with its secured lenders initiated a process to take the necessary steps to seek to secure the required liquidity for the Group. Due to the nature and extent of the recent developments, it is currently necessarily too early to conclude on all of the implications of such developments, including the Group's ability to successfully secure the required solutions with the banks and other creditors. Refinancing update The Group has previously announced that it expected to obtain an agreement with the banks for the refinancing (in the form of an agreed term sheet) by the end of Q1 2020. Such agreement was one of the conditions for the previously announced amendments to the bond loans approved by the bondholders of DOF Subsea. As a consequence of the sudden and significant uncertainties caused by the recent developments, the ongoing refinancing of the Group will necessarily be delayed. The Group has, however, established a constructive dialogue with its secured lenders with the objective to facilitate a continued financing of the Group and 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. It is, however, currently too early to assess the length of the delay and the implications of these events on the refinancing process. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen tel. +47 91 66 10 09 This information is subject of 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. 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 Exchange since 1997.

Historical OSE Notices

UPDATE ON EFFECTS OF THE RECENT CURRENCY FLUCTUATIONS, DECLINE IN THE OIL PRICE, COVID-19 AND UPDATE ON THE ONGOING REFINANCING PROCESS

March 27, 2020

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Financial calendar

UPDATE ON EFFECTS OF THE RECENT CURRENCY FLUCTUATIONS, DECLINE IN THE OIL PRICE, COVID-19 AND UPDATE ON THE ONGOING REFINANCING PROCESS