DOF Group — Capital/Financing Update 2024

Jul 2, 2024

DOF Group ASA: Contemplated Private Placement and Subsequent Offering

DOF Group ASA: Contemplated Private Placement and Subsequent Offering

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INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS

TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE

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RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY

OF THE SECURITIES DESCRIBED HEREIN.

DOF Group ASA: Contemplated Private Placement and Subsequent Offering

Oslo, 2 June 2024: Reference is made to the stock exchange announcement made by

DOF Group ASA ("DOF" or the "Company") earlier today regarding the agreement to

acquire Maersk Supply Service A/S from Maersk Supply Service Holding A/S

("MSSH"), a subsidiary of A.P. Møller Holding A/S, to further enhance its

position as a major integrated offshore services provider (the "MSS

Transaction").

DOF has retained Carnegie AS, Danske Bank, Norwegian Branch and DNB Markets, a

part of DNB Bank ASA as joint bookrunners (together the "Managers") to raise

gross proceeds of the NOK equivalent of USD 100 million (the "Private

Placement"). The Company is offering new shares (the "Offer Shares") in the

Private Placement, and the final offer size will be determined by the Company's

board of directors (the "Board"), in consultation with the Managers, on the

basis of an accelerated book-building process to be conducted by the Managers.

The net proceeds from the Private Placement will be used to partly finance the

MSS Transaction. In the event that the MSS Transaction is not completed, or the

Company receives excess cash from the Private Placement, the net proceeds will

be used for further development of the Company, including debt repayment and

potential investments in advanced subsea services equipment, and general

corporate purposes.

Pre-commitments

The Company has received pre-commitments and indications of interest in total

exceeding the Private Placement amount, including from

.    MSSH, who has pre-committed to subscribe for Offer Shares corresponding to

USD 35 million and will be allocated Offer Shares for minimum USD 25 million in

Tranche 2 (as defined below);

.    Geveran Trading Co Limited ("Geveran"), who has pre-committed to subscribe

for Offer Shares corresponding to USD 30 million and will be allocated Offer

Shares for minimum USD 25 million in Tranche 1 (as defined below); and

.    Svein Harald Øygard (Chairman of the Board in DOF), who has pre-committed

to subscribe for Offer Shares corresponding to a pro-rata participation based on

existing 0.39% ownership in DOF (with no guaranteed allocation)

.    Mons Svendal Aase (CEO in DOF), who has pre-committed to subscribe for

Offer Shares corresponding to a pro-rata participation based on existing 0.39%

ownership in DOF (with no guaranteed allocation)

Investors that are not current shareholders in the Company should not expect

allocation in the Private Placement.

Tranches in the Private Placement

The Private Placement consists of (i) one tranche with Offer Shares for a

subscription amount of the approximate NOK equivalent of USD 75 million

("Tranche 1") directed to investors subject to, in each case, applicable

exemptions from relevant prospectus, filing and registration requirements, and

(ii) a second tranche directed solely towards MSSH with Offer Shares for a

subscription amount of the approximate NOK equivalent of USD 25 million

("Tranche 2").

Subscription and allocation

The subscription price and allocation of Offer Shares in the Private Placement

will be determined through an accelerated bookbuilding process. The bookbuilding

period commences today at 17:30 CEST and ends on 3 July 2024 at 08:00 CEST. The

bookbuilding period may, at the sole discretion of the Company and the Managers,

close earlier or later and may be cancelled at any time and consequently, the

Company may refrain from completing the Private Placement. The Company will

announce the final number of Offer Shares placed and the final subscription

price in the Private Placement in a stock exchange announcement expected to be

published before the opening of trading on the Oslo Stock Exchange tomorrow, 3

June 2024. Completion of the Private Placement is subject to final approval by

the Board.

The minimum subscription and allocation amount in the Private Placement will be

the NOK equivalent of EUR 100,000, provided that the Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The allocation will be determined after the bookbuilding period and final

allocation will be made at the Board's sole discretion. Notification of

allocation and payment instructions is expected to be issued to the applicants

on or about 3 June 2024 through a notification to be issued by the Managers. The

Offer Shares will be issued by the Board pursuant to an authorisation granted by

the annual general meeting of the Company on 23 May 2024.

Settlement

The Offer Shares allocated in Tranche 1 will be settled on a delivery versus

payment basis ("DVP") on or about 5 July 2024, with existing and unencumbered

shares in the Company that are already listed on the Oslo Stock Exchange to be

borrowed from Geveran by the Managers pursuant to a share lending agreement

entered into between Geveran, the Managers and the Company on 2 July 2024. The

share loan will be settled with new shares in the Company which will be resolved

issued by the Board pursuant to the authorization to increase the Company's

share capital granted by the annual general meeting on 23 May 2024.

Conditions for completion

Completion of Tranche 1 is subject to (i) the Board resolving to proceed with

the Private Placement and allocate and issue the Offer Shares in Tranche 1

pursuant to the board authorization granted by the annual general meeting of the

Company on 23 May 2024, and (ii) the shares to be lent by Geveran being made

available to the Managers in accordance with the terms of the Share Lending

Agreement.

Completion of Tranche 2 is subject to (i) completion of Tranche 1, (ii) approval

by the extraordinary general meeting of the Company expected to be held on or

about 26 July 2024 of an authorization to the Board to issue the Offer Shares in

Tranche 2 and the Board resolving to issue the Offer Shares in Tranche 2

pursuant to such board authorization, (iii) closing of the MSS Transaction, and

(iv) registration of the share capital increase pertaining to the Offer Shares

in Tranche 2 with the Norwegian Register of Business Enterprises.

Equal treatment of shareholders

The contemplated Private Placement represents a deviation from the shareholders'

preferential rights to subscribe for Offer Shares. The Board has considered the

structure of the equity raise in light of the equal treatment obligations under

the Norwegian Public Limited Companies Act, the rules on equal treatment under

Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the

rule of equal treatment.

The Board is of the view that it is in the common interest of the Company and

its shareholders to raise equity through a private placement. The Private

Placement is required to fully finance the MSS Transaction and will thus

efficiently reduce the transaction risk of the MSS Transaction. It is considered

to be in the joint interest of the Company and its shareholders to eliminate the

uncertainty relating to this part of the financing as soon as possible and this

is best achieved through the Private Placement. The Private Placement will also

enable the Company to utilize current market conditions, raise capital at a

significantly lower discount compared to a rights issue and avoid the

underwriting commissions normally incurred in rights offerings. The Board has

also taken into account that the dilutive effect of the Private Placement is

limited and that the subscription price in the Private Placement will be

determined based on a broad bookbuilding process with knowledge of the MSS

Transaction. Further, the Subsequent Offering (as defined and described below)

will enable eligible shareholders to subscribe for new shares at the same

subscription price as in the Private Placement.

On this basis the Board has concluded that the proposed transaction structure,

i.e. the Private Placement and the Subsequent Offering, is in the common

interest of the Company and its shareholders.

Selling restrictions

The Private Placement will be made by the Company to investors subject to

applicable exemptions from relevant prospectus requirements in accordance with

Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") and the Norwegian

Securities Trading Act of 2007 and is directed towards investors subject to

available exemptions from relevant registration requirements, (i) outside the

United States in reliance on Regulation S under the US Securities Act of 1933

(the "US Securities Act") and (ii) in the United States to "qualified

institutional buyers" (QIBs) as defined in Rule 144A under the US Securities

Act, pursuant to an exemption from the registration requirements under the US

Securities Act as well as to major U.S. institutional investors under SEC Rule

15a-6 to the United States Exchange Act of 1934.

The Subsequent Offering

The Company will, subject to completion of Tranche 1 of the Private Placement,

and certain other conditions, propose to carry out a subsequent offering of new

shares in DOF for a subscription amount of the approximate NOK equivalent of USD

18.75 million (the "Subsequent Offering"), which, subject to applicable

securities law, will be directed towards existing shareholders in the Company as

of 2 July 2024 (as registered in Euronext Securities Oslo (ESO) two trading days

thereafter), who (i) were not included in the pre-sounding phase of the Private

Placement, (ii) were not allocated Offer Shares in the Private Placement, and

(iii) are not resident in a jurisdiction where such offering would be unlawful

or would (in jurisdictions other than Norway) require any prospectus, filing,

registration or similar action. The Subsequent Offering will be fully

underwritten by Geveran.

Subject to completion of the Subsequent Offering and closing of the MSS

Transaction, MSSH will in a separate share issue (the "MSS Subsequent Offering")

subscribe for and be allocated new shares in DOF for a subscription amount of

the approximate NOK equivalent of USD 6.25 million. This represents 25% of the

total shares issued in the Subsequent Offering and the MSS Subsequent Offering.

Combined, the Subsequent Offering and the MSS Subsequent Offering may result in

gross proceeds of the approximate NOK equivalent of USD 25 million to the

Company. Including the Private Placement, the total gross proceeds for DOF will

be the approximate NOK equivalent of USD 125 million (converted at the time of

Tranche 1).

Advisors:

Carnegie AS, Danske Bank, Norwegian Branch and DNB Markets, a part of DNB Bank

ASA are acting as joint bookrunners to the Company and Advokatfirmaet Thommessen

is acting as legal advisor to the Company in connection with the Private

Placement and the Subsequent Offering.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements according

to section 5-12 of the Norwegian Securities Trading Act. The information was

submitted for publication by Hilde Drønen, CFO, on 2 July 2024 at the time set

out above.

For further information, please contact:

Mons S. Aase, CEO, DOF Group ASA. Tel: +47 91 66 10 12

Hilde Drønen, CFO, DOF Group ASA. Tel: +47 91 66 10 09

About DOF Group ASA:

With a multi-national workforce of about 4,100 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, 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 notice:

The information contained in this announcement is for background purposes only

and does not purport to be full or complete. No reliance may be placed for any

purpose on the information contained in this announcement or its accuracy,

fairness or completeness. 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.

Neither this announcement nor the information contained herein is for

publication, distribution or release, in whole or in part, directly or

indirectly, in or into or from the United States (including its territories and

possessions, any State of the United States and the District of Columbia),

Australia, Canada, South Africa, The Hong Kong Special Administrative Region of

the People's Republic of China or Japan, or any other jurisdiction where to do

so would constitute a violation of the relevant laws of such jurisdiction. The

publication, distribution or release of this announcement may be restricted by

law in certain jurisdictions and persons into whose possession any document or

other information referred to herein should inform themselves about and observe

any such restriction. Any failure to comply with these restrictions may

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

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. Copies of

this announcement are not being made and may not be distributed or sent into any

jurisdiction in which such distribution would be unlawful or would require

registration or other measures.

This announcement is not an offer for sale of securities in the United States.

The securities referred to in this announcement have not been and will not be

registered under the U.S. Securities Act of 1933, as amended (the "Securities

Act"), and accordingly may not be offered or sold in the United States absent

registration with the U.S. Securities and Exchange Commission or an applicable

exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and in accordance with applicable U.S. state

securities laws. The Company does not intend to register any part of the

offering in the United States or to conduct a public offering of securities in

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

This announcement is an advertisement and is not a prospectus for the purposes

of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14

June 2017 (the "EU Prospectus Regulation") (together with any applicable

implementing measures in any Member State). All of the securities referred to in

this announcement will be made by means of a set of subscription materials

provided to potential investors, except for the subsequent repair offering which

will be made on the basis of a listing and offering prospectus. Investors should

not subscribe for any securities referred to in this announcement except on the

basis of information contained in the aforementioned subscription materials or

for the subsequent repair offering, the prospectus.

In any EEA Member State, 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 the offer

without an approved prospectus in such EEA Member State. The "Prospectus

Regulation" means Regulation (EU) 2017/1129, as amended (together with any

applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are "qualified investors" within the meaning of the

EU Prospectus Regulation as it forms part of English law by virtue of the

European Union (Withdrawal) Act 2018 and that are (i) 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) high net

worth entities, and other persons to whom this announcement 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"). This communication

must not be acted on or relied on by persons who are not relevant persons. Any

investment or investment activity to which this communication relates is

available only for 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.

This announcement is made by, and is the responsibility of, the Company. The

Managers and their affiliates are acting exclusively for the Company and no-one

else in connection with the transactions described in this announcement. They

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

transactions described in this announcement and will not be responsible to

anyone other than the Company, for providing the protections afforded to their

respective clients, nor for providing advice in relation to the transactions

described in this announcement, the contents of this announcement or any

transaction, arrangement or other matter referred to herein.

In connection with the transaction described in this announcement, the Managers

and any of their affiliates, acting as investors for their own accounts, may

subscribe for or purchase securities and in that capacity may retain, purchase,

sell, offer to sell or otherwise deal for their own accounts in such securities

of the Company or related investments in connection with the transactions

described in this announcement or otherwise. Accordingly, references in any

subscription materials to the securities 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, the Managers and

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

does 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.

The issue, subscription or purchase of shares or other financial instruments 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 release may in certain jurisdictions be restricted by law.

Persons into whose possession this release comes should inform themselves about

and observe any such restrictions. Any failure to comply with these restrictions

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

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", "aim", "expect",

"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",

"should" and similar expressions. Any 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 their

control. Actual events may differ significantly from any anticipated development

due to a number of factors, including without limitation, changes in public

sector investment levels, changes in the general economic, political and market

conditions in the markets in which the Company operates, the Company's ability

to attract, retain and motivate qualified personnel, changes in the Company's

ability to engage in commercially acceptable acquisitions and strategic

investments, and changes in laws and regulation and the potential impact of

legal proceedings and actions. 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 Company does not make any guarantee that the assumptions

underlying the forward-looking statements in this announcement are free from

errors nor does it accept any responsibility for the future accuracy of the

opinions expressed in this announcement or any obligation to update or revise

the statements in this announcement to reflect subsequent events. You should not

place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

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 its affiliates accepts any liability arising from the use of

this announcement.

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.