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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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DOF Subsea

DOF Subsea AS: Refinancing update

October 16, 2019

As previously reported in DOF Subsea AS’s (“DOF Subsea” or the “Company”) financial report for Q2 2019 including a constructive dialogue with key banks to adapt bank facilities to the current market environment. DOF Subsea has today summoned a bondholder meeting in order to postpone an instalment in DOFSUB07 due on the 22nd of October as further described in the summons. Based on the current dialogue with all stakeholders the best estimate for reaching an agreement on the long-term solutions is during 4th quarter 2019 however no assurance can be given at this stage. Please find enclosed Summons to Bondholders' Meeting (the “Proposal”). The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors (the “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 AboutDOF 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 www.dofsubsea.com IMPORTANT INFORMATION This communication may not be published distributed or transmitted in the United States Canada Australia or Japan.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 the Company in the United States Norway or any other jurisdiction. The securities of 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 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 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."

DOF Subsea

NOT FOR DISTRIBUTION OR RELEASE OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE IMPORTANT INFORMATION AT THE END OF THE ANNOUNCEMENT. Reference is made to press release by DOF Subsea AS (""DOF Subsea"" or the ""Company"") earlier today 25 June 2019 announcing the intention to summon bondholder meetings for all of its 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). The summons is being issued today and a copy of this is attached. 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 the Company in the United States Norway or any other jurisdiction. The securities of 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 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 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."

DOF Subsea

DOF Subsea AS – Summons to bondholder meetings

June 25, 2019

‍

Reference is made to the announcements made by DOF ASA (the "Company") and DOF Subsea AS on 22 June 2022 and 21 October 2022 regarding the execution of an agreement (the "Restructuring Agreement") with a substantial group of the DOF group's financial creditors and certain other stakeholders on a comprehensive financial restructuring (the "Restructuring"), and the announcements on 1 and 2 February 2023 regarding the bankruptcy proceedings in the Company opened by Hordaland district court, and the agreement between financial creditors and the bankruptcy estate, facilitating that the Company's subsidiaries will remain unaffected by the bankruptcy.

The Restructuring was today completed in accordance with the Restructuring Agreement and the financial creditors of the DOF group have thereby acquired 100% of the ownership in New DOF ASA (renamed from DOF Services AS and in the process of being converted to a public limited liability company), which is the new holding company in the DOF group. Following the completion of the Restructuring, the Company has no longer any ownership to the companies within the DOF group.

For further information, please contact:

CEO Mons Aase, tel. +47 91 66 10 12
CFO DOF ASA 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 over 40 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry.

The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.
DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

DOF ASA: Restructuring completed

March 24, 2023

Historical OSE Notices

DOF ASA: Agreement between financial creditors and the bankruptcy estate of DOF ASA

February 2, 2023

Reference is made to DOF ASA's (the "Company" or "DOF ASA", and together with its subsidiaries the "Group") announcement at 21:00 on 1 February 2023 regarding the request to Hordaland tingrett to open bankruptcy proceedings in DOF ASA and continuation of the financial restructuring to ensure continued operations of all other companies in the Group in spite of the bankruptcy in DOF ASA. Hordaland tingrett has now resolved to open bankruptcy proceedings in DOF ASA and it is expected that the administrator of the bankruptcy estate shortly will enter into the agreement with the financial creditors of the Group facilitating that the other companies in the Group than DOF ASA will remain unaffected by the bankruptcy in DOF ASA. As a result of said agreement, the bankruptcy of DOF ASA will be limited solely to such Company and will not affect any other company in the Group. Such alternative implementation of the agreed financial restructuring has been 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, nor any of the employees of the Group, are to be affected by such alternative implementation of the financial restructuring. 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 considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Hilde Drønen, CFO, DOF ASA. 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 over 40 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

DOF ASA: Hordaland tingrett has resolved to open bankruptcy proceedings

February 2, 2023

Reference is made to DOF ASA's (the "Company", "DOF ASA" or "DOF", and together with its subsidiaries the "Group") previous announcements regarding (i) the agreement reached with a substantial group of financial creditors and certain other stakeholders (the "Restructuring Agreement") on a comprehensive financial restructuring (the "Restructuring"), (ii) the opening of reconstruction proceedings resolved by Hordaland district (the "Reconstruction") on 2 December 2022 and (iii) the last proposal for a restructuring plan made by the board of directors of DOF (the "Board") on 27 January 2023 (the "Final Proposal"). The Board worked with alternative refinancing plans for the Group, including recommending the issuance of equity and warrants, in order to enable existing shareholders to maintain a higher ownership in the restructured company through additional investment. Feedback from the Creditors was clear that only alternatives within the limits of the restructuring plan agreed with the former board of DOF ASA would be considered. As a result, the current Board had no alternative but to adjust its proposal to the Final Proposal within the limits of the Restructuring Agreement. Following the Final Proposal, the financial creditors made it clear that they only would consider the Final Proposal if the Board was able to obtain sufficient shareholder support for the proposal to make it likely that it would be approved by an extraordinary general meeting of the Company. The Board met persistent opposition from a group of shareholders and was not able to obtain such sufficient support. The Board then informed the reconstructor and the financial creditors accordingly. On this basis, the financial creditors have requested that the reconstruction committee reports to the court that there is no basis for a reconstruction and thus request the court to open bankruptcy proceedings in DOF ASA, cf. the reconstruction act (Norw: rekonstruksjonsloven) Section 58 (1) no. 1. The financial creditors have at the same time confirmed that they are ready to enter into an agreement with the bankruptcy estate to acquire DOF Services AS and its subsidiaries and thereby facilitate that (i) the Restructuring will be implemented as planned and (ii) the other companies in the Group than DOF ASA will remain unaffected by the bankruptcy in DOF ASA. As a result of said agreement the bankruptcy of DOF ASA will be limited solely to such company and will not affect any other company in the Group. The agreement is expected to allow for a short period between signing and completion for the administrator of the bankruptcy estate of DOF ASA to ascertain that the Restructuring is the most attractive offer for the Group creditors and other stakeholders. As described in the stock exchange announcement of DOF on 13 October 2022, the Restructuring will upon completion of the agreement with the financial creditors be implemented as planned for this scenario and such alternative implementation of the Restructuring has been 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, nor any of the employees of the Group, are to be affected by such alternative implementation of the Restructuring. The implementation of the Restructuring with DOF Services AS as the new parent company of the Group is subject to approval by the bondholders' meetings in each of DOF Subsea AS' bond loans, DOFSUB07, DOFSUB08 and DOFSUB09. If the bondholders' meetings do not give their approval, the new parent company will instead be a new Norwegian holding company to be incorporated by the financial creditors. Consequently, the matter to be considered by the bondholders will only comprise the identity of the new parent company in the group. The new holding company of the group will be applied for listing on Oslo Børs in due course. As communicated in the stock exchange announcement on 27 January 2023, the new Board of DOF has, in addition to seeking alternative solutions to the Restructuring, assessed the solvency of DOF ASA in a bankruptcy scenario. The Board has in this respect obtained and assessed independent valuations of the Group's vessels. The shipbrokers Fearnleys and Clarkson have assessed the value of the Group's vessels. The advisory firm Deloitte has reviewed these and assessed them against the company's debt, other liabilities and available liquid assets in an insolvency liquidation analysis (i.e. a bankruptcy scenario). Deloitte has also assessed the value of the Group's other activities, including the shares in DOFCON and the engineering services, also in an insolvency liquidation analysis. The final report from Deloitte has now been obtained and the Board has on this basis concluded that, even though there is likely positive value in DOF ASA in a going concern scenario, there is no basis to contest that DOF ASA will be insolvent in event of a bankruptcy. Upon a bankruptcy in DOF ASA, the share capital of the Company will be lost and there will not be any value left to the shareholders. The Board highly regrets this result. However, although the bankruptcy will result in shareholder losses, the process that will follow is 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. For further information, please contact: Chairman: Leif Chr. Salomonsen, tel: 992 42 888 CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen, tel. +47 91 66 10 09 This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act. The stock exchange announcement was published by Hilde Drønen, CFO, DOF ASA. 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 over 40 years in the offshore business, the group has a strong position in terms of experience, innovation, product range, technology and capacity. DOF's core businesses are vessel ownership, vessel management, project management, engineering, vessel operations, survey, remote intervention and diving operations primarily for the oil and gas sector. From PSV charter to Subsea engineering, DOF offers a full spectrum of top quality offshore services to facilitate an ever-growing and demanding industry. The company's main operation centers and business units are located in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia. DOF ASA is listed on the Oslo Exchange since 1997.

Historical OSE Notices

DOF ASA: Court requested to open bankruptcy proceedings. Insolvency will not be contested by Board. Financial restructuring continues, ensuring continued operation of all other DOF group companies

February 1, 2023

Historical OSE Notices

OSLO BØRS - TRADING SUSPENSION

February 1, 2023

Styret i DOF ASA har mottatt en epost fra en gruppe aksjonærer (Gruppen) med krav om at det blir innkalt til ekstraordinær generalforsamling. Rekonstruktøren har varslet at han nå forholder seg til at han innen kl. 11:00 1. februar 2023 må kunne formidle til kreditorene at et tilstrekkelig antall aksjonærer vil stemme for styrets forslag til rekonstruksjon. Dersom det ikke skjer er det styrets forståelse at rekonstruktøren vil be Hordaland tingrett om å innstille rekonstruksjonsprosessen og åpne konkurs i DOF ASA. Gruppen som krever innkalt ekstraordinær generalforsamling, ber blant annet om at valg av nytt styre blir satt på agendaen. Navn på nye styremedlemmer er foreløpig ikke opplyst. Henvendelsen er uklar på flere punkter og styret har bedt om en klargjøring fra forslagsstillerne. Henvendelsen kan imidlertid tolkes som at aksjonærer i Gruppen ikke vil støtte styrets forslag til rekonstruksjon. Forslaget innebærer at dagens aksjonærer vil beholde 3,75 prosent av aksjene i et restrukturert og refinansiert DOF. - Aksjonærene er i sin fulle rett til å kreve valg av nytt styre, men styret forstår ikke hvorfor de skulle avvise styrets forslag til rekonstruksjon. Styret ønsker dialog om veien videre, men gruppen har ved flere anledninger avvist dette og tilbudet om å få mer informasjon slik de flere ganger har bedt om, sier Leif Chr. Salomonsen, styreleder i DOF ASA. Som kjent har styret mottatt verdivurderinger som peker i retning av at DOF ASA er insolvent. Selskapet vil derfor gå konkurs dersom forslaget til rekonstruksjon ikke blir godkjent. Virksomheten i DOF Services AS og dets datterselskaper vil være upåvirket av en konkurs i morselskapet DOF ASA. All operativ virksomhet vil derfor fortsette som før. Det er dagens aksjonærer som vil tape alt ved en konkurs. Selskapets hovedaksjonær som representerer 31,6 prosent av aksjene, har meddelt støtte til styrets forslag. Gruppen som nå krever ekstraordinær generalforsamling, representerer etter det styret forstår ca. 13 prosent av aksjene. De har således ikke nok innflytelse til alene å sende selskapet inn i en konkurs. - Vi er nå inne i en siste avgjørende og kritisk fase av rekonstruksjonen av DOF ASA. Det er veldig viktig at alle aksjonærer som er interessert i å redde sine aksjonærverdier setter seg grundig inn i styrets forslag. Det er et faktum at konsernet har ca. 25 milliarder kroner i gjeld som det, i det alt vesentlige, ikke har vært betalt verken renter eller avdrag på i over to år. Vi er allerede på overtid og trenger en løsning nå, sier Salomonsen. For å ha størst mulig sannsynlighet for at de finansielle kreditorene godtar styrets forslag til restrukturering, er styret avhengig av å kunne dokumentere at forslaget vil oppnå tilstrekkelig støtte fra dagens aksjonærer i DOF ASA. Styret ber derfor alle aksjonærer som støtter forslaget om å gi uttrykk for dette gjennom følgende fremgangsmåte: Aksjonærer bes sende en epost til dof@grette.no, med teksten «Jeg/vi bekrefter med dette at jeg/vi støtter styrets forslag til rekonstruksjonsplan hvor dagens aksjonærer etter rekonstruksjonen vil ha en eierandel i det reorganiserte selskapet på ca. 3,75 %» I eposten bes i tillegg opplyst navn (ev. navn på selskapet aksjene eies gjennom), antall aksjer eid pr. 31. januar 2023 og telefonnummer. Det er viktig at eposten er selskapet i hende innen kl. 11.00, 1. februar 2023. For ytterligere informasjon, vennligst kontakt: Styrets leder: Leif Chr. Salomonsen, tel.: +47 992 42 888 With a multi-national workforce of about 3,900 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With 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 - Rekonstruksjon

January 31, 2023

The board of DOF ASA has received an e-mail from a Group of shareholders (the Group) demanding that an extraordinary general meeting of shareholders be convened. The reconstructor has notified that he now considers 11 am on 1 February 2023 as the deadline for him to inform creditors that a sufficient number of shareholders will vote for the board's proposal. If the creditors are not provided any such assurance, it is the board's understanding that the reconstructor will ask the Hordaland district court to terminate the reconstruction process and open bankruptcy in DOF ASA. The Group, which demands an extraordinary general meeting, asks, inter alia, that the election of a new board be put on the agenda. Names of new board members have not yet been announced. The request from the Group is unclear on several points and the board has asked the Group for clarifications. However, the request can be interpreted in the direction that shareholders in the Group will not support the board's proposal for reconstruction. The proposal implies that the current shareholders will retain 3.75 per cent of the shares in a restructured and refinanced DOF. "The shareholders are fully entitled to demand the election of a new board, but the board does not understand why they should reject the board's proposal for reconstruction. The board wants dialogue about the way forward, but the Group has on several occasions rejected this and refused to receive the information they themselves have repeatedly requested," says Leif Chr. Salomonsen, chair of DOF ASA. As communicated in the stock announcement dated 27 January 2022, the board has received valuations which point in the direction of DOF ASA being insolvent. The company will therefore go bankrupt if the proposal for reconstruction is not approved. The operations of DOF Services AS and its subsidiaries will be unaffected by a bankruptcy in the parent company DOF ASA. All operational activities will therefore continue as before. It is today's shareholders who will lose everything in a bankruptcy. The company's main shareholder, who represents 31.6 per cent of the shares, has announced its support for the board's proposal. The Group that is now demanding an extraordinary general meeting represents, according to the board's understanding, approx. 13 percent of the shares. Accordingly, the Group does not have enough influence alone to send the company into bankruptcy. "We are now in a final and decisive phase of the reconstruction of DOF ASA. It is very important that all shareholders who are interested in saving their shareholder values study the board's proposal thoroughly. It is a fact that DOF ASA has approx. NOK 25 billion in debt, on which neither interest nor instalments have been paid for over two years. It is urgent to find a solution now," says Salomonsen. To maximise the chance of the financial creditors accepting the board's proposal for restructuring, the board must document that a sufficient amount of the current shareholders of DOF ASA will support its proposal. The board therefore asks all shareholders who support the proposal to express this through the following procedure: Shareholders are asked to send an e-mail to dof@grette.no, with the text "I/we hereby confirm that I/we support the board's proposal for a reconstruction plan according to which, after the reconstruction, the current shareholders will have a stake in the reorganised company of approx. 3.75 per cent" In the e-mail, shareholders are also asked to state their name (if applicable, the name of the company through which the shares are owned), the number of shares owned as of 31 January 2023, and telephone number. It is important that the company receives the e-mail by 11 am, 1 February 2023. For further information, please contact: Chairman: Leif Chr. Salomonsen, tlf.: 992 42 888 With a multi-national workforce of about 3,900 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With 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 - Reconstruction

January 31, 2023

Styret i DOF ASA har besluttet å oversende forslag til rekonstruksjonsplan til rekonstruktøren og konsernets finansielle kreditorer og vil utarbeide en innkalling til ekstraordinær generalforsamling for å behandle dette forslaget forutsatt at de finansielle kreditorene og rekonstruktøren støtter forslaget. Rekonstruksjonsplanen vil nå bli forelagt de finansielle kreditorene for godkjenning. Samtidig vil styret arbeide for å dokumentere tilslutning til planen fra et tilstrekkelig antall aksjonærer. Planen har allerede fått tilslutning fra Møgster Offshore AS som eier ca. 31,6 prosent av aksjene i DOF ASA. · Styrets forslag innebærer at eksisterende aksjonærer vil eie 3,75% av et DOF ASA styrket etter gjeldskonvertering. Selskapet vil videreføre sin virksomhet og aksjonærene vil beholde en andel av verdiskapingen som mange forventer vil skje i tiden som kommer. · Basert på forutgående sonderinger, anser styret at det nå foreliggende forslaget er et rimelig kompromiss som bør få tilstrekkelig flertall blant selskapets kreditorer og aksjonærer. · Dersom forslaget ikke blir vedtatt vil det ikke være utsikt til at selskapet vil kunne oppnå en rekonstruksjon og retten vil etter innberetning om dette fra rekonstruksjonsutvalget trolig åpne konkurs. Virksomheten vil imidlertid drives videre som i dag gjennom datterselskapet DOF Service AS og dets underliggende selskaper. Aksjonærverdiene vil imidlertid med overveiende sannsynlighet være tapt. Forslaget til rekonstruksjon baserer seg på restruktureringsavtalen som ble fremforhandlet mellom selskapet og kreditorene og nedstemt på ekstraordinær generalforsamling 11. november 2022. Et sentralt punkt i restruktureringsavtalen er hvor stor eierandel selskapets eksisterende aksjonærer skal beholde etter at gjeld er konvertert til egenkapital. Det opprinnelige forslaget ville innebære at aksjonærene ville eie fire prosent av aksjene i selskapet. Etter at dette forslaget ble nedstemt, lå det an til at aksjonærene ville ende opp med en eierandel på én prosent. Forslaget som styret nå har oversendt innebærer at de eksisterende aksjonærene etter gjeldskonvertering vil eie 3,75 prosent av selskapets aksjer. Forslaget er ellers identisk med det forrige forslaget. - Styret fremmer dette forslaget til rekonstruksjon etter grundige overveiinger og utstrakt kontakt med kreditorer og aksjonærer. Styret mener det ville være umulig å oppnå tilstrekkelig tilslutning blant aksjonærene for en løsning der de kun ville eie én prosent av selskapet etter gjeldskonvertering. Likeledes vil det etter styrets mening være umulig å oppnå aksept blant kreditorene for mer enn 3,75 prosent til de eksisterende aksjonærene, sier Leif Chr. Salomonsen, styreleder i DOF ASA. Det nye styrets arbeid På generalforsamlingen 14. desember 2022 valgte aksjonærene i DOF ASA nytt styre. Det nye styret noterte seg at toneangivende aksjonærer mente de ikke hadde tilstrekkelig informasjon til å ta stilling til det fremlagte forslaget om restrukturering. Det nye styret startet derfor umiddelbart arbeidet med å få oversikt over relevant og oppdatert informasjon om situasjonen i selskapet, herunder spesielt verdivurderinger og vurderinger av likviditet og fremtidig kontantstrøm. Parallelt utredet styret om det kunne være mulig å oppnå enighet med de finansielle kreditorene om alternative løsninger som ville kunne gi aksjonærene en større andel av selskapets verdier og fremtidig verdiskaping enn det opprinnelige forslaget. Styret har i perioden hatt jevnlig kontakt og møter med representanter for selskapets aksjonærer og for selskapets kreditorer og deres rådgivere. Målet med denne kontakten og møtene har vært å sondere muligheten for andre løsninger, herunder blant annet refinansiering av gjelden, salg av skip og emisjon. Dessverre har ingen av disse løsningene latt seg realisere. Veien videre Basert på forutgående sonderinger, anser styret at det nå foreliggende forslaget er et rimelig kompromiss som bør få tilstrekkelig flertall blant selskapets kreditorer og aksjonærer. Selskapets hovedaksjonær har bekreftet støtte til planen under forutsetning av at kreditorene gir sin tilslutning. Styret vil i dagene som kommer søke å innhente ytterligere forhåndsaksepter fra aksjonærer. Samtidig forbereder selskapet en nærmere redegjørelse av selskapets resultat og kontantstrøm i fjerde kvartal og for året 2022 som helhet og balanseverdier per 31. desember 2022. Dette er informasjon som vil bli gjort tilgjengelig for markedet før den ekstraordinære generalforsamlingen. Ingen garantert løsning Selv om det anses som mulig at styrets forslag vil kunne oppnå tilstrekkelig støtte fra aksjonærer og kreditorer, understreker styret at det ikke kan utstedes noen garanti for at løsningen aksepteres. I den situasjonen selskapet nå er, kan selskapets finansielle kreditorer når som helst meddele rekonstruktøren at de ikke vil bidra til en løsning som den som foreslås av styret. I så fall vil rekonstruktøren be Hordaland tingrett om å innstille rekonstruksjonsprosessen og åpne konkurs i DOF ASA. Dersom løsningen ikke oppnår tilstrekkelig flertall blant aksjonærene, vil resultatet være det samme. Det vil da være opp til Hordaland Tingrett å vurdere om det er grunnlag for å slå DOF ASA konkurs. Solvens eller ikke Det avgjørende for Hordaland tingretts konklusjon vil være om det, basert på blant annet innberetningen fra rekonstruksjonsutvalget, er utsikt til at DOF ASA vil kunne oppnå en rekonstruksjon. Hvorvidt selskapet er solvent eller ikke er i utgangspunktet ikke avgjørende. For det tilfelle at retten likevel vil se nærmere på solvensspørsmålet vil den se hen til hvorvidt verdien av eiendelene til DOF ASA (det vil si aksjer i datterselskapet DOF Services AS) er mer verdt enn gjelden i DOF ASA, samt likviditeten. Dette spørsmålet vil i praksis bero på om verdiene av eiendelene til DOF-konsernet som kan realiseres i en konkurs er større enn gjelden. Det er altså ikke verdien av eiendelene i DOF som going concern det handler om. For å belyse dette spørsmålet har styret i DOF ASA innhentet og vurdert uavhengige vurderinger av verdiene i DOF-konsernet. Skipsmeglerne Fearnleys og Clarkson har vurdert verdien på DOF-konsernets skip. Rådgivingsselskapet Deloitte har gjennomgått disse og vurdert de opp mot selskapets gjeld, andre forpliktelser og tilgjengelige likvide midler. Deloitte har også vurdert verdien på DOF-konsernets øvrige virksomhet, herunder eierandelen i DOFCON og prosjekt- og engineering-virksomheten. Vurderingene som nå foreligger, er basert på skipsverdier per 31. desember 2022. De viser at skipsverdiene i amerikanske dollar har økt siden 31. september 2022. En svakere dollar har motsatt effekt, og fjerner mye av verdiøkningen målt i kroner. Svakere dollar reduserer imidlertid også kroneverdien av selskapets gjeld. Endelig rapport fra Deloitte foreligger fortsatt ikke. Styret har derfor ikke endelig kunnet konkludere hvorvidt selskapet vil være å anse som insolvent, men anser det som sannsynlig. Styrets anbefaling Dersom tingretten åpner konkurs i DOF ASA vil kreditorene overta alle verdier i DOF ASA og aksjonærene tape alt. Selv om Hordaland tingrett likevel ikke skulle åpne konkurs i DOF ASA, vil garantiansvaret som DOF ASA har på vegne av sine datterselskap bestå. Det er således helt usannsynlig at aksjonærene i noe scenario ville kunne få mer verdier enn styrets foreslåtte løsning.. Basert på ovenstående analyser og vurderinger er det styrets klare oppfatning at den beste løsningen for selskapet og for samtlige av selskapets interessenter, aksjonærer så vel som kreditorer, vil være at styrets forslag til rekonstruksjon blir gjennomført. - Styret skulle gjerne sett at aksjonærene fikk beholde en større del av selskapet enn det forslaget legger opp til. Dersom man hadde kunnet stille klokken tilbake og startet forhandlingene med kreditorene på nytt i dag, så hadde det kanskje vært mulig. Det er imidlertid et faktum at konsernet har ca. 25 milliarder kroner i gjeld som det, i det alt vesentlige, ikke har vært betalt verken renter eller avdrag på i over to år, sier Salomonsen. - Vi er allerede på overtid og trenger en løsning nå. Selskapet har levd på kreditorenes nåde i lang tid. Med styrets forslag vil eksisterende aksjonærer eie 3,75% av et styrket DOF ASA, selskapet vil videreføre sin virksomhet og aksjonærene vil få ta del i den verdiskapingen som mange forventer vil skje i tiden som kommer, konkluderer Salomonsen. For ytterligere informasjon, vennligst kontakt: Styrets leder: Leif Chr. Salomonsen, tel.: +47 992 42 888 With a multi-national workforce of about 3,900 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With 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

Forslag til rekonstruksjonsplan

January 27, 2023

The board of directors of DOF ASA has decided to submit a proposal for a restructuring plan to the reconstructor and the DOF group's financial creditors and will prepare a notice convening an extraordinary general meeting to consider this proposal, provided that the financial creditors and the reconstructor support the proposal. The restructuring plan will now be submitted to the financial creditors for approval. At the same time, the Board will work to document support for the plan from a sufficient number of shareholders. The plan has already received support from Møgster Offshore AS, which owns approximately 31.6 percent of the shares in DOF ASA. · The Board's proposal means that the existing shareholders will own 3.75% of a strengthened DOF ASA after debt conversion. The company will continue its operations and the shareholders will retain a share of the value creation that many expect will occur going forward. · Based on preceding dialogue, the Board considers that the current proposal is a reasonable compromise that should receive a sufficient majority among the company's creditors and shareholders. · If the proposal is not adopted, there will be no prospect that the company will be able to achieve a reconstruction and the court will probably open bankruptcy after a report from the reconstruction committee. The business will continue to operate as today through the subsidiary DOF Service AS and its underlying companies. However, shareholder value will in all likelihood be lost. The restructuring proposal is based on the restructuring agreement that was negotiated between the company and the creditors and voted down at the extraordinary general meeting on 11 November 2022. A key point in the restructuring agreement is how much of the company the existing shareholders should retain after debt has been converted to equity. The original proposal would have meant that shareholders would own 4 percent of the shares in the company. After this proposal was voted down, it was likely that the shareholders would end up with a 1 percent stake. The proposal that the board has now submitted means that the existing shareholders will own 3.75 per cent of the company's shares after debt conversion. The proposal is otherwise identical to the previous proposal. - The Board is submitting this proposal for reconstruction after careful consideration and extensive contact with creditors and shareholders. The Board of Directors believes that it would be impossible to obtain sufficient support among shareholders for a solution where they would only own 1 percent of the company after debt conversion. Similarly, the Board believes that it would be impossible to achieve acceptance among the creditors for more than 3.75 percent to the existing shareholders, says Leif Chr. Salomonsen, Chairman of the Board of DOF ASA. The work of the new board At the Annual General Meeting on 14 December 2022, the shareholders of DOF ASA elected a new Board of Directors. The new Board of Directors noted that leading shareholders felt that they did not have sufficient information to take a position on the restructuring proposal presented. The new board therefore immediately started the work of obtaining an overview of relevant and updated information about the situation in the company, including in particular valuations and assessments of liquidity and future cash flow. In parallel, the board investigated whether it might be possible to obtain agreement with the financial creditors for any alternative solutions that could give shareholders a larger share of the company's assets and future value creation than the original proposal. In this period, the board has had regular contact and meetings with representatives of the company's shareholders and the company's creditors and their advisers. The aim of these contacts and meetings has been to explore the possibility of other solutions, including refinancing of the debt, sale of ships and a share issuance. Unfortunately, none of these solutions have been possible to realize. The way forward Based on preceding dialogue, the Board considers that the current proposal is a reasonable compromise that should receive a sufficient majority among the company's creditors and shareholders. The company's main shareholder has confirmed support for the plan subject to the creditors' approval. In the coming days, the Board will seek to obtain further pre-acceptances from shareholders. At the same time, the company is preparing a more detailed statement of the company's results and cash flow in the fourth quarter and for the year 2022 as a whole and balance sheet values as of 31 December 2022. This information will be made available to the market prior to the Extraordinary General Meeting. No guaranteed solution While it is considered possible that the Board's proposal will be able to obtain sufficient support from shareholders and creditors, the Board stresses that there are no guarantees that the solution will be accepted. In the current situation of the company, the company's financial creditors could at any time notify the reconstructor that they will not contribute to a solution such as the one proposed by the board. In that case, the reconstructor will ask Hordaland District Court to suspend the restructuring process and open bankruptcy in DOF ASA. If the solution does not achieve a sufficient majority among the shareholders, the result will be the same. It will then be up to Hordaland District Court to assess whether there are grounds for declaring DOF ASA bankrupt. Solvent or not The decisive factor for Hordaland District Court's conclusion will be whether, based on, inter alia, the report from the reconstruction committee, it is likely that DOF ASA will be able to achieve a restructuring. Whether the company is solvent or not is in principle not decisive. In the event that the court nevertheless decides to look further into the solvency issue, it will consider whether the value of the assets of DOF ASA (i.e. shares in the subsidiary DOF Services AS) is worth more than the debt in DOF ASA, as well as the liquidity. In practice, this question will depend on whether the value of the assets of the DOF Group that can be realised in a bankruptcy is greater than the debt. Thus, it is not the value of the assets of DOF as a going concern that is at issue. In order to shed light on this question, the Board of Directors of DOF ASA has obtained and assessed independent valuations of the DOF Group's assets. The shipbrokers Fearnleys and Clarkson have assessed the value of the DOF Group's vessels. The advisory firm Deloitte has reviewed these and assessed them against the company's debt, other liabilities and available liquid assets. Deloitte has also assessed the value of the DOF Group's other activities, including the shares in DOFCON and the engineering services. The assessments now available are based on vessel values as of 31 December 2022. They show that vessel values in US dollars have increased since 31 September 2022. A weaker dollar has had the opposite effect, removing much of the increase in value measured in NOK. However, a weaker dollar also reduces the krone value of the company's debt. The final report from Deloitte is still pending. The Board of Directors has therefore not been able to reach a final conclusion as to whether the company will be considered insolvent, but considers it probable. The Board's recommendation If the district court opens bankruptcy in DOF ASA, the creditors will take over all assets in DOF ASA and the shareholders will lose everything. Even if Hordaland District Court does not open bankruptcy in DOF ASA, the guarantee liability that DOF ASA has on behalf of its subsidiaries will remain. It is thus completely unlikely that the shareholders in any scenario could receive more value than the Board's proposed solution. Based on the above analyses and assessments, it is the Board's clear opinion that the best solution for the company and for all of the company's stakeholders, shareholders as well as creditors, will be that the Board's proposal for reconstruction is implemented. - The Board would have liked to see the shareholders retain a larger share of the company than the reconstruction suggests. If it had been possible to turn back the clock and restart negotiations with the creditors today, this might have been possible. However, it is a fact that the DOF Group has approximately NOK 25 billion in debt on which, for the most part, neither interest nor instalments have been paid for more than two years, says Salomonsen. - "We are already in overtime and need a solution now. The company has been living at the mercy of its creditors for a long time. With the Board's proposal, the existing shareholders will own 3.75% of a strengthened DOF ASA, the company will continue its operations and the shareholders will participate in the value creation that many expect will take place in the time to come, Salomonsen concludes. For further information, please contact: Chairman: Leif Chr. Salomonsen, tlf.: 992 42 888 With a multi-national workforce of about 3,900 personnel, DOF ASA is an international group of companies which owns and operates a fleet of modern offshore/subsea vessels, and engineering capacity to service both the offshore and subsea market. With 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

Proposal for a restructuring plan

January 27, 2023

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