31 March 2025: DOF Group ASA (“DOF”) has mandated DNB Markets and Pareto Securities as Global Coordinators and Joint Bookrunners, and Clarksons Securities and Danske Bank as Joint Bookrunners, to arrange a series of investor meetings commencing Monday 31 March 2025.
A new USD denominated 5-year senior unsecured bond issue may follow, subject to inter alia market conditions.
The net proceeds from the contemplated bond issue shall be applied to refinance existing debt and for general corporate purposes.
For further information, please contact:
Eirik Vardøy, Investor Relations DOF Group ASA
Phone: +47 94 83 64 64
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Please find enclosed the DOF Subsea Annual Report for 2019. For further information DOF Subsea – Tel: +47 99 30 69 16 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
Helge Møgster has announced that he will be resigning from the Board of Directors in DOF ASA following the upcoming ordinary General Meeting and will focus his efforts on his ownership role. For further information please contact: Mons S. Aase CEO DOF Subsea – Tel: +47 91 66 10 12 Marianne Møgster SVP Finance DOF Subsea – Tel: +47 99 30 69 16 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
The Board of Directors has today approved the Annual Report 2019. Compared to 4th quarter financial report published on 21st of February SVP Finance DOF Subsea – Tel: +47 99 30 69 16 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
Helge Møgster går ut av styret i DOF ASA etter den forestående ordinære generalforsamlingen CEO DOF Subsea – Tel: +47 91 66 10 12 Marianne Møgster SVP Finance DOF Subsea – Tel: +47 99 30 69 16
Result from bondholders' meetings: Reference is made to the summons to bondholders' meetings in DOFSUB07 (ISIN NO 001 0670144) 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. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Jan Nore tel. +47 48 09 46 99 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 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Reference is made to the summons to bondholders' meetings in DOFSUB07 (ISIN NO 001 0670144) inter alia a waiver from and suspension of all payment obligations. The bondholders' meetings have been scheduled for 22 April 2020 at 13.00 hours (Oslo time). Following discussions between the Company and groups of bondholders in each of the bond issues and their respective advisors the Company wishes to make certain amendments to the summons as set out in the attached addendum. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Jan Nore tel. +47 48 09 46 99 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 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act."
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 Jan Nore tel. +47 48 09 46 99 SVP Marianne Møgster tel. +47 99 30 69 16 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 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."
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 Jan Nore tel. +47 48 09 46 99 SVP Finance Marianne Møgster tel. +47 99 30 69 16 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 This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act."
to be aligned with the current market. Bondholders approved amendments of the three bonds on 20 December 2019 subject to certain adjustments to be formalised in follow-up Bondholders’ meetings on 27 February 2020. These adjustments as outlined in the Summons Letter dated 12 February 2020 were today approved by a necessary majority of Bondholders in all three bond issues. The amendments to the three bond issues will be made effective when a final agreement is reached with the banks and subject to contribution of new equity to DOF Subsea. Although no assurance can be given to this effect the Company believes that it will obtain agreement with all stakeholders by the end of Q1 2020. The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors (the “Advisors”) with respect to the amendments to the bond issues. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Jan Nore tel. +47 48 09 46 99 SVP Marianne Møgster tel. +47 99 30 69 16 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 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. 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 of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act."