Chat with Filing

Ask questions about this document
Please log in or register to use the chat feature. Please register first.
SHA - Correction - DOF Group ASA: Registration of share capital increase

Company: DOF ASA Date: 2023-07-06 Language: English Register to download
Loading document preview...
Document Preview Not Available

The file type (.html) cannot be displayed directly here.
Open Original File
Error loading document preview. Please try the 'Open Original File' link.
You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:
Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon
 Correction - DOF Group ASA: Registration of share capital increase

# Correction - DOF Group ASA: Registration of share capital increase

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR  

INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG  

KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR  

ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE  

UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES.  

  

Austevoll, Norway, 6 July 2023: Reference is made to the stock exchange  

announcement made on 4 July 2023 whereby DOF Group ASA ("DOF" or the "Company",  

OSE ticker code "DOFG") announced the resolution to increase the Company's share  

capital in connection with exercise of greenshoe option.  

  

The Company has increased its share capital with NOK 4,576,487.50 by issuance of  

1,830,595 new ordinary shares, each with a nominal value of NOK 2.50, for a  

subscription price of NOK 28.00 per shares (equal to the offer price in the  

Company's initial public offering of shares (the "IPO")) following exercise by  

DNB Markets, a part of DNB Bank ASA, on behalf of the Managers (as defined  

below), of the greenshoe option granted by the Company in connection with the  

IPO.  

  

Today, the new ordinary shares have been legally and validly issued and have  

been registered with the Norwegian Register of Business Enterprises. Following  

the share capital increase, the Company's share capital is NOK 441,623,045  

divided into 53,372,566 ordinary shares and 123,276,652 B-shares, each with  

nominal value of NOK 2.50.  

  

This  information is subject to the  disclosure requirements pursuant to section  

5-12 of the Norwegian Securities Trading Act.  

  

For further information, please contact:  

  

Mons Aase, CEO DOF Group ASA  

Phone: +47 91 66 10 12  

E-mail: Mons.Aase@dof.com  

  

Svein Harald Øygard, Chairperson DOF Group ASA  

Phone: +47 90 02 40 09  

E-mail: sveinharaldoygard@gmail.com  

  

About DOF Group ASA  

  

With a multi-national workforce of about 4,000 personnel, DOF Group 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.  

  

IMPORTANT INFORMATION  

  

This announcement is for informational purposes only and does not contain or  

constitute an offer of, or the solicitation of an offer to buy or subscribe for,  

securities to any person in Australia, New Zealand, Canada, Japan or the United  

States, including its territories and possessions, any state of the United  

States and the District of Columbia (the "United States") or to any person to  

whom, or in any jurisdiction in which, such offer or solicitation is unlawful.  

The securities referred to herein may not be offered, subscribed, used, pledged,  

sold, resold, allotted, delivered or transferred, directly or indirectly, in or  

into the United States absent registration under the U.S. Securities Act of  

1933, as amended (the "U.S. Securities Act") or an exemption from, or in a  

transaction not subject to, the registration requirements of the U.S. Securities  

Act. The offer and sale of the securities referred to herein has not been and  

will not be registered under the U.S. Securities Act or under the applicable  

securities laws of Australia, New Zealand, Canada or Japan. There has not been  

and will be no public offer of the securities in the United States. Subject to  

certain exceptions, the securities referred to herein may not be offered or sold  

in Australia, New Zealand, Canada or Japan or to, or for the account or benefit  

of, any national, resident or citizen of Australia, New Zealand, Canada or  

Japan.  

  

In any EEA Member State, other than Norway, this communication is only addressed  

to and is only directed at qualified investors in that Member State within the  

meaning of the EU Prospectus Regulation, i.e., only to investors who can receive  

any offering of the securities referred to in this communication without an  

approved prospectus in such EEA Member State.  

  

This communication does not constitute an offer of the securities referred to  

herein to the public in the United Kingdom. No prospectus has been or will be  

approved in the United Kingdom in respect of the securities referred to herein.  

This communication is being distributed to and is directed only at (i) persons  

who are outside the United Kingdom or (ii) persons who are investment  

professionals within the meaning of Article 19(5) of the Financial Services and  

Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high  

net worth entities, and other persons to whom it may lawfully be communicated,  

falling within Article 49(2)(a) to (d) of the Order (all such persons together  

being referred to as "Relevant Persons"). Any investment activity to which this  

communication relates will only be available to and will only be engaged with,  

Relevant Persons. Any person who is not a Relevant Person should not act or rely  

on this document or any of its contents.  

  

In connection with the offering, the Managers and any of their affiliates,  

acting as investors for their own accounts, may subscribe for or purchase shares  

and in that capacity may retain, purchase, sell, offer to sell or otherwise deal  

for their own accounts in such shares and other securities of the Company or  

related investments in connection with the offering or otherwise. Accordingly,  

references in any prospectus to the shares being issued, offered, subscribed,  

acquired, placed or otherwise dealt in should be read as including any issue or  

offer to, or subscription, acquisition, placing or dealing by, such Managers and  

any of their affiliates acting as investors for their own accounts. The Managers  

do not intend to disclose the extent of any such investment or transactions  

otherwise than in accordance with any legal or regulatory obligations 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 "believe", "aims", "expect",  

"anticipate", "intends", "estimate", "will", "may", "continue", "should" 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. Forward-looking statements  

speak only as of the date they are made and cannot be relied upon as a guide to  

future performance. The Company, each of the Managers and their respective  

affiliates expressly disclaims any obligation or undertaking to update, review  

or revise any forward-looking statement contained in this announcement whether  

as a result of new information, future developments or otherwise.  

  

None of the Managers or any of their respective affiliates or any of their  

respective directors, officers, employees, advisors or agents accepts any  

responsibility or liability whatsoever for, or makes any representation or  

warranty, express or implied, as to the truth, accuracy or completeness of the  

information in this announcement (or whether any information has been omitted  

from the announcement) or any other information relating to the Company, its  

subsidiaries or associated companies, whether written, oral or in a visual or  

electronic form, and howsoever transmitted or made available, or for any loss  

howsoever arising from any use of this announcement or its contents or otherwise  

arising in connection therewith. This announcement has been prepared by and is  

the sole responsibility of the Company.  

  

The Managers and their affiliates are acting exclusively for the Company and the  

selling shareholders and no-one else in connection with the intended offering.  

They will not regard any other person as their respective clients in relation to  

the intended offering and will not be responsible to anyone other than the  

Company and the selling shareholders for providing the protections afforded to  

their respective clients, nor for providing advice in relation to the intended  

offering, the contents of this announcement or any transaction, arrangement or  

other matter referred to herein.  

  

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the  

United Kingdom by the Financial Conduct Authority, is acting as financial  

adviser to the Company, and no one else, in connection with the matters set out  

in this announcement, and will not be responsible to anyone other than the  

Company for providing the protections afforded to clients of Lazard nor for  

providing advice in relation to the contents of this announcement or any other  

matter or arrangement referred to herein. Neither Lazard nor any of its  

affiliates owes or accepts any duty, liability or responsibility whatsoever  

(whether direct or indirect, whether in contract, in tort, under statute or  

otherwise) to any person who is not a client of Lazard in connection with this  

announcement, any matter, arrangement or statement contained or referred to  

herein or otherwise.  

  

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 issue, subscription or purchase of shares in the Company is subject to  

specific legal or regulatory restrictions in certain jurisdictions. Neither the  

Company nor the Managers assume any responsibility in the event there is a  

violation by any person of such restrictions. 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. Any failure to comply with these restrictions may  

constitute a violation of the securities laws of any such jurisdiction.