Share Issue/Capital Change • Jul 6, 2023
Share Issue/Capital Change
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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: [email protected]
Svein Harald Øygard, Chairperson DOF Group ASA
Phone: +47 90 02 40 09
E-mail: [email protected]
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.
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