Equinor Energy AS has exercised its option to extend the firm period of the
contract for Skandi Flora by 1 year. The extension is applicable from 4[th]
October.
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 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Contract awards
Contract extension - DOF Rederi
October 3, 2022
Reference is made to the summons to bondholders' meetings in DOF Subsea AS'
three bond loans (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) dated 16 September 2022, in which DOF
Subsea AS requested the bondholders to approve to extend the current standstill
period initially until 31 October 2022 and with a possibility to further extend
the standstill period on one or more occasions to 30 November 2022 with the
approval of the ad-hoc group of bondholder.
DOF ASA and DOF Subsea AS are pleased to announce that the bondholders in all
three bond issues have approved the request. A copy of the notice from the
bondholders' meetings is attached.
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 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 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 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 Exchange since 1997.
Historical OSE Notices
DOF ASA AND DOF SUBSEA AS: RESULT FROM BONDHOLDERS' MEETINGS - FURTHER EXTENSION OF STANDSTILL PERIOD
September 30, 2022
DOF Subsea USA is pleased to announce the award of multiple contracts in the
Gulf of Mexico.
The region has received a contract award for the provision of services to a
major operator in the Gulf of Mexico, commencing in Q4, 2022. Jones Act
Compliant vessel(s) operated by DOF Subsea will be utilized for an estimated 180
days over a one-year term, undertaking a range of activities including light
construction, IMR and commissioning support at multiple field locations.
The region is also awarded a contract for provision of ROV support services for
offshore pre-commissioning and commissioning activities for an oil and natural
gas development project to a major operator in the Gulf of Mexico, commencing in
Q2 2023. The services will be provided utilizing one of the Jones Act compliant
vessels operated by DOF Subsea.
The backlog estimate from these awards for the North America region is
approximately NOK 300 million.
Mons Aase, CEO DOF Subsea AS, said, I'm very pleased with our North America
region winning key projects with leading Oil and Gas operators in the US market,
securing strong backlog for 2023."
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 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Contract awards
DOF SUBSEA awarded multiple contracts in the Gulf of Mexico
September 30, 2022
DOF Subsea is pleased to announce multiple new project awards and a contract
extension in the Atlantic region.
The projects combined, totals more than 500 vessel days excluding optional work,
and a combined revenue of more than 80 million USD.
Skandi Acergy, Skandi Constructor, Skandi Seven, Skandi Skansen, Skandi Hera and
selected third-party vessels shall be utilized in the offshore execution
phases.
One of the awards is a SURF contract from a major oil & gas operator. The
project includes design & fabrication of spools and installation of umbilicals,
flying leads, spools and various subsea equipment. Main installation phase is
scheduled for quarter 2, 2023 in the Mediterranean and shall be executed on
DOF`s construction vessel Skandi Acergy. Project management, engineering and
procurement are managed by DOF`s project teams in Aberdeen and Houston.
Another award is an FPSO mooring rectification project in West Africa. The scope
includes project management, engineering and fabrication, utilizing Skandi
Skansen as the main installation vessel.
DOF Subsea has been awarded an early phase study from a major oil & gas operator
for the purpose of detailing cessation plans for one of its fields in the North
Sea, based on utilizing the DOF fleet.
Mons Aase, CEO DOF Subsea AS, said, "I am pleased with the series of awards in
the Atlantic region, securing projects across North Sea, Mediterranean and
Africa. Together with previous announced contracts, our latest SURF award
confirms full utilization of Skandi Acergy within the SURF segment across the
North Sea, Mediterranean and Australia from fall 2022 to summer 2023. I note our
clients are continuing to trust DOF`s ability to deliver bespoke subsea
services, safe and efficiently."
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 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Contract awards
DOF Subsea contract awards in Atlantic region
September 30, 2022
Reference is made to the resolutions adopted in the bondholders' meetings in DOF
Subsea AS' three bond loans (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) on 29 April 2022, whereby the
bondholders on certain conditions approved to extend their waiver from, and
suspension of, all payment obligations under each of the bond loans until 22
June 2022, with a possibility to further extend the standstill arrangement
currently in place to 30 September 2022 with the approval of the ad-hoc group of
bondholders (the "Ad-Hoc Group").
Reference is further made to the announcements on 22 June 2022 regarding the
restructuring agreement between, among others, DOF ASA, DOF Subsea AS, Iceman
AS, and the secured lenders to the DOF group and the members of the Ad-Hoc Group
(the "Restructuring Agreement"), which sets out the terms and conditions of the
planned restructuring of DOF Group's outstanding debt (the "Restructuring").
The completion of the Restructuring is dependent on the bondholders agreeing to
further extend the standstill arrangement insofar as required to implement the
Restructuring pursuant to the terms of the Restructuring Agreement. DOF Subsea
AS has therefore requested Nordic Trustee AS to summon bondholders' meetings in
the three bond loans to consider the extension of the standstill period
initially until 31 October 2022 and with a possibility to extend the standstill
period on one or more occasions to 30 November 2022 with the approval of the Ad
-Hoc Group. The proposal is further described in the attached summons to the
bondholders in the three bond loans.
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
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 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 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 Exchange since 1997.
Historical OSE Notices
SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS - REQUEST TO FURTER EXTEND STANDSTILL PERIOD
September 16, 2022
The Group's revenue for 2nd quarter (management reporting) totals NOK 2,510
million (NOK 2,003 million) and EBITDA totals NOK 848 million (NOK 680 million).
The operating profit (EBIT) is NOK 501 million (NOK 148 million), of which
depreciation totals NOK 346 million (NOK 313 million). No impairment in 2[nd]
quarter (NOK 218 million). Net financial cost amounts to NOK 1,746 million (NOK
531 million) including unrealised currency loss of NOK -1,502 million (gain NOK
815 million). The result is a loss of NOK -1,313 million (profit NOK 580
million).
Operations:
· Average utilisation of the fleet in 2[nd] quarter was 85% (80%).
· Good performance in the subsea segment, especially in Brazil and Atlantic
regions.
· Increased activity in the North Sea OSV market.
· Stable operations within the PSV and AHTS segments.
· The total current fleet includes 55 vessels (incl. vessels on management or
hired in)
· 15 AHTSs, 11 PSVs and 29 Subsea vessels
· Four older vessels sold since year-end (two delivered in the quarter)
Finance:
· In June the Group signed a Restructuring Agreement with the secured lenders
and a group of bondholders representing 40% of the total outstanding bonds, for
the purpose of securing a long-term financial solution and maintaining as going
concern, where the following main terms have been agreed:
· Conversion of NOK 5.7 billion in debt into equity across all major silos
within the Group (DOFCON JV excluded), whereas the holders of current shares
will hold 4% of the shares after the conversion.
· Consolidation of most bilateral facilities at DOF Subsea Group in a single
syndicated loan and refinancing of the DOF Rederi Fleet loan after conversion of
debt.
· Amended terms of the Norskan financing including a split in guaranteed
(approx. 70%) and unguaranteed tranches on the BNDES facilities.
· The Restructuring Agreement remains to be approved by the bondholders in
DOF Subsea AS and the shareholders in the Company. The standstill arrangements
will continue until completion of the restructuring within the final deadline on
the 31[st] of October 2022.
· High unrealised currency loss on long-term debt due to a significant
strengthened USD to BRL and NOK in the period.
Backlog
· Order intake NOK 4.5 billion in the 2[nd] quarter.
· Current backlog is NOK 19 billion (NOK 13.2 billion), of which DOFCON JV
backlog represents NOK 5.4 billion. After balance date three vessels have been
awarded contracts with Petrobras, at a gross value of USD 253 million.
Please see enclosed 2nd quarter Financial Report 2022.
Webcast is available Thursday, 25th of August at 08:30 on www.dof.com.
Contact:
CEO Mons Aase, Tel + 47 91 66 10 12
CFO Hilde Drønen, Tel + 47 91 66 10 09
With a multi-national workforce of about 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Financial Report 2nd quarter for DOF ASA
August 25, 2022
DOF is pleased to announce that Petrobras has extended the contracts and awarded
new long-term charter and service contracts to Norskan Offshore Ltda. and DOF
Subsea Brasil Servicos Ltda. for the vessels ; Skandi Chieftain, Skandi Olympia
and Skandi Commander. All contracts include vessels and ROVs and are for a
period of three years.
The contracts on Skandi Chieftain and Skandi Olympia have been extended until
end of 2022 and both vessels will thereafter commence the new 3-year contracts.
The contract for Skandi Commander has been extended until November 2022, and the
vessel will then be utilised on the PIDF project for DOF Subsea Brasil on their
current contract with Petrobras until August 2023. Thereafter the vessel will
commence its 3-year contract, combining ROV and AUV capabilities.
The gross value of the extensions and the firm period of the new contracts
exceeds USD 253 million. All three new contracts have 2-year optional
extensions.
Mons S Aase, CEO, DOF said: "I am very excited about these new IMR contracts
with Petrobras. Together with the already announced extension of the PIDF
project, these awards underpin our position as market leader within IMR in
Brazil. I am also very happy to see that the Skandi Commander will mobilize an
AUV for the duration of the contract".
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 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Contract awards
DOF Group extension and award of multiple contracts with Petrobras
August 22, 2022
DOF ASA will release the Q2 results on Thursday 25th of August 2022. The report
will be available at www.dof.com and www.newsweb.no.
The presentation will be held as a webcast at 08:30 CET the same day on:
http://www.dof.com/webcast.
The presentation will be held by CEO Mons S. Aase and CFO Hilde Drønen.
If you have questions, please contact the Company.
Contact:
CEO Mons Aase, Tel + 47 91 66 10 12
CFO Hilde Drønen, Tel + 47 91 66 10 09
With a multi-national workforce of about 3,800 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 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 Exchange since 1997.
Historical OSE Notices
Invitation to presentation of Q2 2022 results
August 15, 2022
DOF ASA ("DOF", and together with its subsidiaries, the "Group") and its
subsidiary DOF Subsea AS ("DOF Subsea" and, together with its subsidiaries, the
"DOFSUB Group") have approximately NOK 18.7 billion in debt. Given lack of
ability to repay or refinance this amount, a restructuring is required. The
Group has since Q2 2019 worked on finding a long-term refinancing solution with
all stakeholders, including shareholders, banks, and bondholders, with a
structure that is aligned with the market environment. The Group's large number
of creditors together with the complex financing structure have resulted in
significant time and efforts taken to reach a consensual agreement.
DOF and DOF Subsea are pleased to announce an agreement with a substantial group
of creditors and certain other stakeholders on a comprehensive financial
restructuring. This transaction maximises recoveries to all stakeholders by (i)
addressing significant amounts of overdue debt that are not refinanceable, (ii)
creating a stable and viable platform for the restructured Group, (iii) enabling
enhancement of operating performance and (iv) creating a more sustainable and
simpler financing structure going forward.
DOF and DOF Subsea have signed a restructuring agreement (the "Restructuring
Agreement") setting out the details and steps for the implementation of a
financial restructuring of the Group (the "Restructuring").
Highlights of the restructuring include:
· A substantial conversion of debt into equity (NOK 5.7 billion) across all
major silos within the Group.
· A material reduction in the amount of reinstated debt and the terms of the
reinstated debt being revised to provide liquidity for operations and a
significant runway prior to final maturity of the reinstated debt
· Based on prevailing foreign exchange rates, the aggregate amount of
reinstated debt will be approximately NOK 13.0 billion.
· This represents a substantial reduction from approximately NOK 18.7
billion of pre-transaction debt claims.
· Approximately NOK 675m of the DOFSUB Group bonds will be reinstated into a
new bond recovery instrument maturing in December 2027.
· The consolidation of most bilateral facilities at DOFSUB Group to create a
single syndicated loan.
· Upon completion of the Restructuring, the existing shares in DOF shall
represent 4% of the issued shares in DOF, converting bondholders would represent
53.33% of the shares in DOF, whereas the holders of all other conversion
liabilities would represent 42.67% of the shares in DOF, in each case on a fully
diluted basis.
· As part of the transaction, a process for identifying a world class board
with industrial, strategic, finance and international expertise has been
initiated.
The Restructuring Agreement has been entered into with a majority of the Group's
key stakeholders, including all of the Group's secured finance providers (except
for BNDES (Banco Nacional de Desenvolvimento Ecônomico e Social, which has
separately indicated that it supports the Restructuring) (collectively, the
"Senior Finance Parties") and an ad hoc group of bondholders in DOF Subsea's
three bond issues controlling in aggregate approx. 40 per cent. of the total
outstanding principal amount of the bonds (the "Ad Hoc Group").
DOF's largest single shareholder Møgster Offshore AS and Helge A. Møgster, which
in aggregate controls 31.6% of the shares in DOF, have separately confirmed that
they support the Restructuring.
"The agreement that has been reached is a key milestone in the restructuring of
our balance sheet. I am grateful to all our employees, customers, partners,
suppliers, creditors and shareholders for their continuing support through this
process. The vital concessions from creditors will give us a more sustainable
debt level. With this firm financial footing and our continuing best-in-class
fleet and operational capabilities, DOF is positioned to maintain its leadership
position in the market" says CEO Mons Aase.
Additional details of the Restructuring as set out in the Restructuring
Agreement are as follows:
1. Liabilities of the Group in an amount of approximately NOK 5.7 billion shall
be converted into equity in DOF. The debt to be equitized as part of the
Restructuring consists of secured debt, hedging liabilities, bond liabilities
and other unsecured liabilities.
2. With the exception of certain guarantee liabilities, and ring-fenced
structures, the surviving debt of the Group shall be reinstated as (i) new
facilities with maturity on 9 January 2026 and generally extended amortisation
schedule and reduced interest costs and (ii) new bonds with no cash debt service
with maturity on 17 December 2027. Based on prevailing fixed foreign exchange
rates, the aggregate amount of reinstated debt will be approximately NOK 13.0
billion. This represents a substantial reduction from approximately NOK 18.7
billion of pre-transaction debt, of which more than NOK 1.3 billion represents
accrued but unpaid interest. The reinstated debt shall be structured as follows:
1.
a. All liabilities of the DOFSUB Group to the Senior Finance Parties other
than one individual finance provider (and other than guarantee liabilities for
DOFCON Brasil AS and its subsidiaries) shall be reinstated in new syndicated
facilities to DOF Subsea in an aggregate amount corresponding to approximately
NOK 5.4 billion.
b. The DOFSUB Group's liabilities to the individual finance provider
referred to in paragraph a) above shall be reinstated, with its own terms and
conditions, in a separate facility to DOF Subsea Rederi AS in an amount
corresponding to approximately NOK 0.3 billion.
c. The existing facilities from one individual finance provider to DOF
Subsea Brasil Serviços Ltda. in an amount corresponding to approximately NOK 0.3
billion shall survive on amended terms.
d. DOF Subsea's liabilities under DOFSUB07, DOFSUB08 and DOFSUB09 shall be
converted into equity in DOF, save that a total of NOK 675 million shall be
reinstated in a new bond loan to be issued by DOF Subsea.
e. Approximately NOK 1.4 billion of existing liabilities of DOF Rederi AS
to the Senior Finance Parties shall be reinstated together with approximately
NOK 0.1 billion of DOF's liabilities to one individual finance provider, in a
syndicated facility to DOF Rederi AS in an amount of approximately NOK 1.5
billion.
f. All existing liabilities of Norskan Offshore Ltda. to the Senior Finance
Parties and one individual finance provider shall be split in two and reinstated
in the form of guaranteed tranches (which will include the part of such
liabilities that are secured by vessel mortgages within ~70% of the agreed fair
market value of those vessels) and unguaranteed tranches (including all other
parts of such liabilities). The Senior Finance Parties shall contribute their
claims for the reinstated unguaranteed tranches to DOF in consideration of
equity in DOF. The unguaranteed tranches shall not be guaranteed by DOF and for
the avoidance of doubt shall not be converted to equity in DOF.
The guaranteed tranche of that one individual finance provider shall not cover
less than 50% of the outstanding debt (i.e. a floor). The guarantee shall be
reduced over time by the sum of (i) any amortisation on the guaranteed tranche,
(ii) any interest paid on the unguaranteed tranche, (iii) 85% of cash sweep paid
on both tranches, (iv) interest paid on the guaranteed tranche in excess of a
certain benchmark rate and (v) 70% of any vessel sale proceeds (but so that the
50% floor shall not apply for (v)).
2.
1.
g. NOK 250 million of the liabilities of Iceman AS under Iceman AS'
existing loan shall be reinstated in a new loan facility for which Iceman AS
shall be the sole obligor. The other liabilities under Iceman's existing loan
shall be converted into equity in DOF. The lenders to Iceman AS will be granted
a right to purchase the shares in Iceman AS at a total amount of NOK 1,-, and
Iceman AS shall have the right to cancel such purchase option against repayment
of the loan with a premium reflecting the increase in the equity value of DOF
from completion of the Restructuring until such cancellation of the purchase
option.
3. The Group's liabilities under existing sellers' credits in the principal
amount of approximately NOK 0.2 billion in the DOFSUB Group will be settled as
part of the transactions referred to in paragraphs 1 and 2 above.
4. The vessels of DOF Rederi AS shall be categorised into 12 core vessels and 3
non-core vessels, all of which shall serve as collateral vessels under the
reinstated syndicated facility to DOF Rederi AS referred to in paragraph 2e)
above. The core vessels will continue to be operated in the ordinary course of
business, whereas the non-core vessels shall be sold subject to agreed terms and
conditions and with net sale proceeds to be used as separate payments in
addition to the outstanding principal of the reinstated debt.
5. Upon completion of the Restructuring, the existing shares in DOF shall
represent 4% of the issued shares in DOF and the converted debt will represent
the remaining 96%, enabling the Group's pre-transaction shareholders to
participate in the value creation going forward.
The holders of bond conversion liabilities will receive conversion shares that
upon completion of the Restructuring represent 53.33% of the shares in DOF,
whereas the holders of all other conversion liabilities will receive conversion
shares that upon completion of the Restructuring represent 42.67% of the shares
in DOF, in each case on a fully diluted basis.
6. The Restructuring Agreement provides that all conversion shares received by
the holders of bond conversion liabilities and other conversion liabilities will
be subject to arrangements whereby 1/4 of the conversion shares received by each
holder may not be sold, pledged or otherwise disposed of until the earlier of 17
October 2022 and four weeks after the completion of the Restructuring, and 3/4
of the conversion shares received by each holder may not be sold, pledged or
otherwise disposed of until the earlier of 17 January 2023 and four months after
the completion of the Restructuring. There will be certain exceptions from the
restrictions on tradability among the holders of conversion shares and upon an
organised block sale of conversion shares. A requisite majority of the Senior
Finance Parties and the Ad Hoc Group may also relax or amend the arrangements
prior to the notice to the extraordinary general meeting of DOF that will be
called to approve the Restructuring.
7. As part of the Restructuring Agreement, DOF has undertaken to prepare a plan
for the future organisation and structure of DOF and the Group, which shall
include an assessment of, and an implementation plan for, establishing DOF as a
non-operational holding company with no assets other than certain shareholdings
and other assets as may be necessary.
8. The Restructuring Agreement provides that a new board of directors agreed
between a requisite majority of the Senior Finance Parties and the Ad Hoc Group
shall be put up for election at the extraordinary general meeting of DOF that
will be called to approve the Restructuring, and a process for identifying a
world class board with industrial, strategic, finance and international
expertise has been initiated.
9. The current standstill arrangements in place with the Senior Finance Parties
and the bondholders will continue.
10. The Senior Finance Parties and the Ad Hoc Group may terminate their
participation in and obligations under the Restructuring Agreement upon certain
events, and the Restructuring Agreement will automatically terminate upon the
earlier of: (i) the completion of the Restructuring, (ii) 31 October 2022
(unless extended by the required majority of the Senior Finance Parties and the
Ad Hoc Group) ; or (iii) if and when a sufficient number of Senior Finance
Parties and members of the Ad Hoc Group terminate their participation and
obligations in the Restructuring Agreement.
All of the key elements set out above are subject to the more detailed
regulations and provisions set out in the Restructuring Agreement and related
documents.
The implementation of the Restructuring is conditional upon a number of
conditions to the satisfaction of the Senior Finance Parties and the Ad Hoc
Group, including (i) approval by a duly convened bondholders' meeting in each of
DOFSUB07, DOFSUB08 and DOFSUB09, (ii) approval from the Norwegian Financial
Supervisory Authority (Norwegian: Finanstilsynet) of the listing prospectus in
respect of the new shares to be issued as part of the equity issues and
confirmation that the shares to be issued will be listed on the Oslo Stock
Exchange when the prospectus is published, (iii) the general meeting of DOF
resolving to carry out a preparatory capital reduction, a consolidation of
shares, the equity issues to holders of conversion liabilities as described
above and the election of new directors, (iv) agreement on long form
documentation with relevant stakeholders, (v) the approval by certain secured
finance providers and a joint venture partner, (vi) the consent by Banco
Nacional de Desenvolvimento Ecônomico e Social, and (vii) certain other
customary conditions precedent.
It is a requirement under the Restructuring Agreement that the Restructuring is
implemented by 31 October 2022, with a possibility for extensions to be agreed
by requisite majorities of stakeholders if required.
Subject to completion of certain preparatory steps, and in accordance with the
terms of the Restructuring Agreement, DOF will issue a notice convening an
extraordinary general meeting of its shareholders and DOF Subsea will issue
summons in respect of the bondholders' meetings in each of DOFSUB07, DOFSUB08
and DOFSUB09. Provided that the requisite majorities at such meetings grant the
necessary consents and approvals for the Restructuring, completion is expected
to take place within Q3 2022.
In the event that the requisite majorities at such meetings do not grant the
necessary consents and approval, the Restructuring Agreement requires its
parties to negotiate in good faith and seek to agree alternative implementation
steps to implement the Restructuring.
All liabilities of the Group towards the Group's secured lenders and bondholders
in DOF Subsea's bond issues will continue to be subject to standstill
arrangements up to completion of the Restructuring. The Restructuring Agreement
includes suspension provisions (which, inter alia, relate to the suspension of
debt service on affected liabilities, restrictions on enforcement actions and
undertakings by the members of the Group during the implementation period),
which shall apply as an integrated part of the Restructuring Agreement in
replacement of the existing standstill arrangements with the Group's secured
lenders. The existing standstill arrangement with the bondholders in DOF
Subsea's bond issues will continue, unless terminated earlier, by extension as
approved under the previous bond summons.
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 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 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 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 Exchange since 1997.
Historical OSE Notices
DOF ASA AND DOF SUBSEA AS: RESTRUCTURING AGREEMENT
June 22, 2022