DOF ASA: Petition for Reconstruction
Reference is made to DOF ASA's (the "Company" or "DOF" and together with its subsidiaries the "Group") previous announcements on 22 June 2022 and 13 October 2022 regarding the financial restructuring process, and the announcement on 11 November 2022 regarding the voting result at the extraordinary general meeting held the same day ("EGM").
As a result of the failure to obtain approval of the proposed restructuring at the EGM and pursuant to the Group's obligations under the agreement with a substantial group of financial creditors and certain other stakeholders (the "Restructuring Agreement") on a comprehensive financial restructuring (the "Restructuring"), DOF will today petition for reconstruction proceedings with Hordaland district court (the "Reconstruction").
As previously communicated by the Company, the financial creditors of the Group have made it clear (i) that there is no room for the shareholders to negotiate a more favorable solution than the proposal that was presented to the EGM on 11 November 2022 whereby the shareholders was offered 4% of the share capital following the Restructuring and (ii) that the shareholders will not be offered more than 1% of the share capital following the Restructuring as part of the Reconstruction, unless otherwise agreed by the financial creditors.
The board of directors is of the view that there is no other available solution that ensures the continued operations in the Group than the agreed Restructuring. It has also been made clear by the Group's financial creditors that implementation of the Restructuring must take place in accordance with the Restructuring Agreement. According to the terms of the Restructuring Agreement, DOF is in the current situation obliged to procure that the Reconstruction proceedings are opened. This is further substantiated by a letter from the creditors requesting Reconstruction to be opened promptly.
The Board has also been in dialogue with the appointed advisor of the minority shareholders in order to provide the requested documentation. The Board has not received information which indicates that the minority shareholders have any viable alternative solution to the Restructuring.
In preparation of the Reconstruction, and in order to secure the continued operations in the rest of the Group irrespective of the outcome of the Restructuring in the Company, the Company has transferred the majority of its business, assets and contractual liabilities to its wholly owned subsidiary DOF Services AS. The employees of the Company have, in accordance with the Restructuring Agreement, been transferred to the Company’s wholly owned subsidiary DOF AS together with related third-party agreements necessary to operate the Group. The Group's operations are therefore expected to continue as normal both throughout the Reconstruction process and in the event of a subsequent bankruptcy in the Company. As previously communicated, creditors and contract parties other than the financial creditors party to the Restructuring will not be affected by the Restructuring.
In light of continuous speculations among the minority shareholders of DOF questioning the principle of equal treatment of all the shareholders of the Company, and despite previous announcements confirming the same, the Company see once more the need to reiterate that the Restructuring proposal that was presented to the EGM provided for equal treatment of all the shareholders of the Company. The main shareholder in DOF has also confirmed that there is no agreement or arrangement regarding preferential treatment of the main shareholder compared to other shareholders irrespective of how the Restructuring is implemented.
For further information, please contact:
Chairman of the Board Hans Olav Lindal, tel. + 47 958 39 562
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.