DOFSUB: Extraordinary general meeting and new share capital
Reference is made to the announcement made by DOF Subsea AS (the "Company") on 22 June 2022 and 21 October 2022 regarding the execution of an agreement (the "Restructuring Agreement") with a substantial group of financial creditors and certain other stakeholders of the DOF group (the "Group") on a comprehensive financial restructuring (the "Restructuring"), and the announcements from the Company on 1 and 2 February 2023 regarding the bankruptcy proceedings in DOF ASA opened by Hordaland district court, and the agreement between financial creditors and the bankruptcy estate, facilitating that DOF ASA'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 Group have thereby acquired 100% of the ownership of 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 of the Group. Following the completion of the Restructuring, DOF ASA (its bankruptcy estate) ceases to have any ownership in New DOF ASA ("New DOF") or in any companies within the Group. As part of the Restructuring, the financial creditors have converted approximately NOK 6 billion of debt into equity in New DOF. Following such conversion, New DOF has a share capital of NOK 395,626,490 divided into 158,250,596 shares, each with a nominal value of NOK 2.50. A new board of directors of New DOF, consisting of Svein Harald Øygard (Chair), Harald Thorstein, Christine J. Morris, Daniela Ribeiro Davila and Harry Knox, has also been elected. New DOF will apply for listing on Oslo Børs in the near future.
The completion of the Restructuring creates a stable and viable platform for the restructured Group through (i) a substantial conversion of debt into equity, (ii) reinstated debt terms supporting liquidity and providing significant maturity runway, and (iii) the simplification of the Group’s financing structure. The Restructuring therefore leaves the Group well positioned to support its operations, secure new contracts and continue to deliver on the Group’s strategy.
CEO Mons Aase commented:
“I am very pleased that we today can announce that the restructuring of the DOF Group is concluded. With approximately NOK 6 billion in reduced debt and much improved earnings the financial position of the DOF Group is strong. I would like to thank our customers and creditors for their support and loyalty through the long-lasting refinancing process. I would also like to thank all employees in the DOF Group for their dedication, loyalty and hard work. Together with the entire DOF team we now look forward to continuing building DOF as a leading global player within both Offshore Floating Wind and Oil Services. "
As part of the completion of the Restructuring, an extraordinary general meeting in the Company was held today. It was resolved to increase the Company's share capital by increasing the nominal value of each of the issued shares by NOK 1.5, from NOK 10 to NOK 11.5 in two separate share capital increases. Thereby, the total increase of the Company's share capital was NOK 251,029,143, from NOK 1,673,527,620 to NOK 1,924,556,763. Both share capital increases were subscribed by the Company's parent company, New DOF.
In accordance with the Restructuring Agreement, Nordic Trustee AS (acting on behalf of the bondholders) has transferred a claim in the amount of NOK 3,043,334,302 out of a total claim of NOK 3,718,334,302 against the Company under the three existing bond issuances (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020, DOF Subsea AS 9.50% Senior Unsecured Bond Issue 2017/2022 and FRN DOF Subsea AS Senior Unsecured Bond Issue 2018/2023, including accrued but unpaid interest thereon) to New DOF, creating a receivable for New DOF against the Company. The share contribution in the abovementioned share capital increase in the Company was settled by way of set-off of this receivable.
An amount of NOK 675,000,000 outstanding under the three existing bond issuances has been reinstated into one new bond issue with ISIN NO0012753666 on such terms and conditions as set out in a new bond agreement. A summary of the main terms and conditions are set out below:
• Maturity date: The new bonds mature on 17 December 2027 and the Company and New DOF will have the option (subject to certain conditions) to settle the new bonds in cash or by the issue to the bondholders of ordinary shares in New DOF.
• Interest: The new bonds will be deemed to have accrued interest from 30 June 2022 at a rate of the aggregate of NIBOR and 2% p.a. payable by issuance of additional bonds under the same ISIN. The first interest payment date will occur on 31 March 2023.
• Guarantee: The new bonds will be unsecured but guaranteed by DOF PLSV Investments AS, a direct wholly owned subsidiary of the Company which owns 50% of the shares in DOFCON JV.
• Listing: The new bonds will not be listed.
The conditions precedent for issuing the new bonds have been satisfied and the new bonds have been delivered to the paying agent under the existing bonds. The exchange/conversion in the CSD of the existing bonds into new bonds issued by as the Company and shares in New DOF is expected to occur in accordance with the step plan and indicative timeline published by Nordic Trustee on 20 March 2023.
The Company's articles of association have been amended to reflect the Company's new share capital and the share capital increase has been filed with the Norwegian Registry of Business Enterprises.
New DOF ASA and DOF Subsea AS have been advised by Evercore, ABG Sundal Collier and Pareto Securities as financial advisers and Thommessen as legal advisor in connection with the Restructuring.
Nordic Trustee AS has been advised by Arctic Securities and Carnegie as financial advisers and Akin and Wiersholm as legal advisers in connection with the Restructuring.
The senior secured lenders to the Group have been advised by PJT as financial adviser and Wikborg Rein as legal adviser in connection with the Restructuring.
For further information, please contact:
CEO Mons Aase, tel. +47 91 66 10 12
CFO Hilde Drønen, tel. +47 91 66 10 09
CFO DOF Subsea AS Martin Lundberg, tel. +47 91 62 10 57
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.