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DOF ASA

Capital/Financing Update Feb 27, 2020

3581_rns_2020-02-27_a4a10b20-d50f-44e0-963c-65c21f2e04b1.html

Capital/Financing Update

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RESULT OF FOLLOW-UP BONDHOLDER MEETINGS IN DOF SUBSEA AS, REFINANCING UPDATE

RESULT OF FOLLOW-UP BONDHOLDER MEETINGS IN DOF SUBSEA AS, REFINANCING UPDATE

As previously reported by DOF Subsea AS ("DOF Subsea" or the "Company"), DOF

Subsea is in dialogue with its banks, bondholders, and shareholders in order to

agree on a long-term financing solution for the Group, to be aligned with the

current market.

Bondholders approved amendments of the three bonds on 20 December 2019, subject

to certain adjustments to be formalised in follow-up Bondholders' meetings on 27

February 2020.

These adjustments, as outlined in the Summons Letter dated 12 February 2020,

were today approved by a necessary majority of Bondholders in all three bond

issues. The amendments to the three bond issues will be made effective when a

final agreement is reached with the banks, and subject to contribution of new

equity to DOF Subsea. Although no assurance can be given to this effect, the

Company believes that it will obtain agreement with all stakeholders by the end

of Q1 2020.

The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its

financial advisors (the "Advisors") with respect to the amendments to the bond

issues.

For further information, please contact:

CEO Mons Aase, tel. +47 91 66 10 12

CFO Hilde Drønen, tel +47 91 66 10 09

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This communication may not be published, distributed or transmitted in the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 DOF ASA or the Company in the United States, Norway or any other

jurisdiction. The securities of DOF ASA and 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 DOF ASA and 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 DOF ASA, 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.

With a multi-national workforce of about 3,500 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 35 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.

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