Share Issue/Capital Change • Jun 2, 2014
Share Issue/Capital Change
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Proposed fully underwritten rights issue
Reference is made to today's Stock Exchange Notice regarding the
acquisition of Marathon Norway.
The Board of Directors in Det norske oljeselskap ASA ("the Company", OSE
ticker code "DETNOR"), has resolved to propose that the Company carries
out a rights issue, with a share capital increase providing gross
proceeds of the NOK equivalent of approximately USD 500,000,000 (the
"Rights Issue").
The largest shareholder of the Company, Aker Capital AS, has pre
-committed to subscribe for its 49.99% pro rata share of the Rights
Issue. The remaining shares to be issued (50.01%) in the Rights Issue
are, subject to customary terms and conditions, fully underwritten by
BNP PARIBAS, DNB Markets, J.P. Morgan Securities and Nordea Markets. The
four banks and SEB will act as Bookrunners for the right issue.
The Rights Issue is part of the overall refinancing of the Company that
is proposed to fund ongoing development projects such as Ivar Aasen and
Johan Sverdrup.
The proposed Rights Issue is subject to shareholder approval at an
extraordinary general meeting of the Company ("EGM"), expected to be
held in late June 2014. A separate notice of the EGM will be distributed
within the end of the week.
The subscription price and exact share capital increase amount will be
determined by the Board of Directors and announced through a stock
exchange notice (such announcement date being the "Record Date"). The
Record Date will be on a trading day and is expected to occur mid July.
Shareholders as of the expiry of the Record Date (as registered in VPS
on the end of the third trading date thereafter) will be allotted
tradable and preferential subscription rights in proportion to their
shareholding in the company at such time. Oversubscription and
subscription without subscription rights will be permitted.
The subscription period will start on the fifth trading day after the
Record Date, but not before a prospectus for the Rights Issue has been
approved by the Financial Supervisory Authority of Norway. The
subscription period will be two weeks. The subscription period is
expected to start mid July.
The shares will be allocated by the Board of Directors and shall be paid
in cash payment to a designated bank account within six trading days
following expiry of the subscription period.
The new shares will give shareholder's rights in the Company, including
the right to dividends, from the time of registration of the share
capital increase in the Norwegian Register of Business Enterprises.
Advokatfirmaet BA-HR DA is acting as legal advisor to the Company.
Press contact: Torgeir Anda, VP Communication, tel.: + 47 991 12 203
Investor contact: Jonas Gamre, Investor Relations Manager, tel.: +47 971
18 292
*********
This announcement is not an offer for sale of securities in the United
States or any other country. The securities referred to herein have not
been registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), and may not be sold in the United States absent
registration or pursuant to an exemption from registration under the
U.S. Securities Act. The Company does not intend to register any portion
of the offering of the securities in the United States or to conduct a
public offering of the securities in the United States. Any offering of
securities will be made by means of a prospectus that may be obtained
from the Company when the subscription period commences and that will
contain detailed information about the Company and management, as well
as financial statements. Copies of this announcement are not being made
and may not be distributed or sent into the United States, Canada,
Australia, Japan or any other jurisdiction in which such distribution
would be unlawful or would require registration or other measures.
In any EEA Member State that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any member State,
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.
This announcement is only directed at (a) persons who are outside the
United Kingdom; or (b) investment professionals within the meaning of
Article 19 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (c) persons falling within
Article 49(2)(a) to (d) of the Order; or (d) persons to whom any
invitation or inducement to engage in investment activity can be
communicated in circumstances where Section 21(1) of the Financial
Services and Markets Act 2000 does not apply.
Certain statements included within this announcement contain forward
-looking information, including, without limitation, those relating to
(a) forecasts, projections and estimates, (b) statements of management's
plans, objectives and strategies for the Company, such as planned
expansions, investments or other projects, (c) targeted production
volumes and costs, capacities or rates, start-up costs, cost reductions
and profit objectives, (d) various expectations about future
developments in the Company's markets, particularly prices, supply and
demand and competition, (e) results of operations, (f) margins, (g)
growth rates, (h) risk management, as well as (i) statements preceded by
"expected", "scheduled", "targeted", "planned", "proposed", "intended"
or similar statements.
Although we believe that the expectations reflected in such forward
-looking statements are reasonable, these forward-looking statements are
based on a number of assumptions and forecasts that, by their nature,
involve risk and uncertainty. Various factors could cause our actual
results to differ materially from those projected in a forward-looking
statement or affect the extent to which a particular projection is
realized.
No assurance can be given that such expectations will prove to have been
correct. The Company disclaims any obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Det norske:
Det norske oljeselskap ASA (DETNOR) is an active exploration company on
the Norwegian Continental Shelf. Det norske's headquarters is in
Trondheim. The company also has offices in Oslo and Harstad. Det norske
is listed on the Oslo Stock Exchange with the ticker "DETNOR". More
about Det norske at www.detnor.no/en/
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