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DOF Group ASA - Invitation to presentation of Q1 2025 results

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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, 29 September 2023: Reference is made to the obligation included in DOF Group ASA's (the "Company") articles of associations, regarding the conversion of all the 123,276,652 existing B-shares to ordinary shares ("New Ordinary Shares") in an exchange ratio of 1:1 (the "Conversion") at the later of (i) the following business day after 30 September 2023 and (ii) if required, the date that the prospectus required to list the relevant New Ordinary Shares on the Oslo Stock Exchange is published.

The Financial Supervisory Authority of Norway (Nw.: Finanstilsynet) has today, on 29 September 2023, approved a prospectus, comprising a securities note, a registration document supplement and a summary (jointly, the "Prospectus") for the listing of the New Ordinary Shares on the Oslo Stock Exchange, following the Conversion.

The Conversion is subject to approval by the Company's board of directors, and is expected to take place the first business day after 30 September 2023, i.e. 2 October 2023. Subject to approval by the board of directors, on the first day of trading in the New Ordinary Shares is expected to be on or about 3 October 2023.

The Company will notify the market through a stock exchange announcement immediately after the Conversion has been resolved by the board of directors. For the sake of good order, the Company would like to emphasize that trading in the New Ordinary Shares prior to the Conversion would constitute a breach of the Short Selling Regulation implemented into Norwegian law through Section 3-5 in the Norwegian Securities Trading Act.

The Prospectus will be, subject to regulatory restrictions in certain jurisdictions, available on the Company's website, www.dof.com.

>>> DOF Group ASA - Summary 29-Sep-2023.pdf
>>> DOF Group ASA - Registration Document 29-Sep-2023.pdf
>>> DOF Group ASA - Registration Document Supplement 29-Sep-2023.pdf
>>> DOF Group ASA - Securities Note 29-Sep-2023.pdf

For further information, please contact:
‍
Martin Lundberg, SVP Finance and Investor Relations DOF Group ASA
Phone: + +47 916 21 057
E-mail: martin.lundberg@dof.com

Important notice:
This announcement is not being made in or into the United States of America, Canada, Australia, Japan, Hong Kong or in any other jurisdiction where it would be prohibited by applicable law. This distribution does not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in the United States. The shares referred to herein have not been and will not be registered under the United States Securities Act of 1933, and may not be offered or sold in the United States or to U.S. persons (other that distributors) unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available.

‍

News

DOF Group ASA - Approval and publication of listing prospectus

September 29, 2023

In the fleet loan facility for DOF Rederi signed on 24 February 2023, the oldest PSV fleet has been defined as non-core. This implies no debt on this part of the fleet, and that all surplus cash from the sale of these vessels shall be paid directly to the lenders with zero repayment of the existing debt. Currently, the non-core fleet includes 3 vessels, Skandi Caledonia (built 2003), Skandi Captain (built 2004) and Skandi Barra (built 2005).

DOF Group ASA and DOF Rederi AS have today agreed to acquire the non-core fleet from the lenders at a total price of NOK 270 million. NOK 135 million of the purchase price shall be paid in cash and NOK 135 million shall be reinstated as debt in DOF Rederi. The reinstated debt will be priced at market terms and will have maturity in January 2026 which is equivalent as the existing fleet loan facility in DOF Rederi. The reinstated debt is not guaranteed by DOF Group ASA.

The non-core fleet currently operates in the North Sea on contracts where the average Ebitda contribution is approximately NOK 152 000/day per vessel. The current contract status for the fleet is the following:
- Skandi Captain firm until 8 November 2023
- Skandi Caledonia, firm until early Oct (maintenance docking planned in 4[th] quarter)
- Skandi Barra, firm until May 2024 + 1 year option period

Skandi Caledonia has been awarded a contract in Argentina with estimated start up in 1[st] quarter 2024 with a major global oil company. The contract has a duration of 150 days + 60 days options and the estimated Ebitda contribution is above USD 25 000/day excl. mob and demob.

Mons S. Aase, CEO DOF Group ASA, says: "The PSV market is strong, and earnings and vessel values are expected to continue the positive trend. Our core strategy is growth within subsea projects and offshore floating wind. The plan for the PSV fleet is to maximize the combined return from the expected strong momentum in earnings and vessel values in the short to medium term."

For further information, please contact:
Martin Lundberg, SVP Finance and Investor Relations DOF Group ASA
Phone: + +47 916 21 057
E-mail: martin.lundberg@dof.com

‍

News

REINSTATEMENT NON-CORE FLEET DOF REDERI

September 29, 2023

Other

Offshore Leaders Conference "Samling 2023"

September 25, 2023

News

DOF Group ASA - Capital markets day

September 19, 2023

Contract awards

Letter of Intent (LOI) for a 1-year contract extension

September 19, 2023

Historical OSE Notices

Minutes from Ordinary general meeting

May 28, 2020

The impact of the COVID-19 virus and the sharp fall in the oil price have resulted in postponement and cancellation of several projects and tenders and disrupted the Group's operations and earnings going forward. Several clients have terminated contracts and initiated renegotiations in rates in existing contracts which again have caused pressure on earnings and utilisation of the Group's assets. Due to significant weaker markets the Group has recognised an impairment of NOK 1.5 billion (management reporting) in the first quarter. The Group has further faced a currency loss of NOK 2.9 billion (management reporting) due to the extreme weakening of the NOK and BRL. Based on these events the Group's result is negative of NOK -4.1 billion and the book value of the equity is now negative. The long-term refinancing of the Group has been postponed and a standstill agreement has been agreed (excl. Brazil and the JVs) until 30th June. Despite the events above the operational result for the Group has been good in first quarter: The average utilisation of the Group's fleet during the 1[st] quarter was 81% ; 78% for the subsea fleet, 75% for the AHTS fleet and 94% for the PSV fleet. The Group's operating income for 1[st] quarter (management reporting) totals NOK 2,064 million (NOK 1,633 million) and the operating profit before depreciation and impairment (EBITDA) totals NOK 804 million (NOK 541 million adjusted for hedge accounting with NOK 45 million). General market & operational comments: · Improved earnings and utilisation in all segments compared to Q1 2019 · Relatively tightened markets until the impacts from COVID-19 and the drop in oil price · By May the Group has 18 vessels in lay-up · The Group's current backlog is NOK 19 billion Please see enclosed 1[st] quarter Financial Report 2020 Webcast is available Wednesday, 27th of May 2020 at 08:30 on www.dof.com. Contact: CEO Mons Aase, Tel + 47 91 66 10 12 CFO Hilde Drønen, Tel + 47 91 66 10 09 With a multi-national workforce of about 3,400 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.

Historical OSE Notices

Financial Report 1st quarter for DOF ASA

May 27, 2020

Historical OSE Notices

Invitation to presentation of Q1 2020 results

May 20, 2020

Laco AS has received a notice from Perestroika AS, whereby Perestroika AS pursuant to the shareholders agreement for Møgster Mohn Offshore AS ("MMO") has exercised its right to require that MMO is demerged. Pursuant to the shareholders agreement, the assets, rights and liabilities of MMO, including the shares in DOF ASA, shall be divided between the shareholders of MMO. Such distribution shall be made in accordance with the parties' relative shareholdings in MMO, provided however, that Laco AS has a right to acquire a portion of the DOF shares to be distributed to Perestroika AS which is required for Laco AS to retain an ownership of 40.45% of the shares and votes in DOF ASA. Such right must be exercised by Laco AS no later than 16 June 2020 and the price per share to be paid by Laco AS shall be equal to the closing price on 15 May 2020 (i.e. NOK 0.59 per share). Laco AS has not yet decided whether to exercise such option or not and it is thus not yet determined what the parties' ownership in DOF ASA will be following the demerger. Laco AS will send a new announcement when this has been determined. 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.

Historical OSE Notices

DOF ASA: NOTICE FROM PERESTROIKA AS REGARDING DEMERGER OF MØGSTER MOHN OFFSHORE AS

May 18, 2020

Historical OSE Notices

DOF ASA - DISCLOSURE OF LARGE SHAREHOLDING

May 18, 2020

DOF ASA and DOF Subsea AS are pleased to announce that each of the companies have entered into suspension agreements ("stand-still agreements") with, or received similar concessions from, secured lenders representing 93 % of the secured debt of companies within the DOF Group (the "Group") comprised by the suspension agreements. Pursuant to said agreements, payments of principal and interest to the secured lenders, except for payments on the NOK 100 million credit facility provided to DOF Subsea AS by certain of its lenders on 27 March 2020 to cover its immediate liquidity needs, are suspended until 30 June 2020 on certain customary terms and conditions. Such terms and conditions include customary restrictions on the Group in the relevant period. The agreements are entered into in order to facilitate the continued dialogue with the secured lenders and bondholders under the Group's bond loans regarding a long-term financial restructuring of the Group. The suspension agreements comprise all companies within the Group, except for Norskan AS and DOF Subsea Brasil Servicos Ltda. (the "Excluded Entities"). The secured debt of Norskan Offshore Ltda. is subject to a separate negotiation. As regards certain secured lenders (other than the secured lenders of the Excluded Entities) who have not entered into the suspension agreements or provided a similar concession, DOF ASA and DOF Subsea AS have decided to impose a unilateral stand still on the payment of principal and interest to such secured lenders for as long as the suspension agreements remain in force. Although no assurance can be given to this effect, DOF ASA and DOF Subsea AS have not received any indications that the secured lenders in question will invoke the event of default-provisions in the relevant loan agreements as a result of such decision. For further information, please contact: CEO Mons Aase, +47 91 66 10 12 CFO DOF Hilde Drønen, +47 91 66 10 09 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.

Historical OSE Notices

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DOF Group ASA - Invitation to presentation of Q1 2025 results

DOF Group ASA - Invitation to presentation of Q1 2025 results

Notification of major holdings

DOF Group ASA - New Ordinary Shares admitted to trading

DOF Group ASA - Conversion of B-shares to New Ordinary Shares and new ISIN

DOF Group ASA – Sale of two Non-core PSVs

DOF Group ASA - Approval and publication of listing prospectus

REINSTATEMENT NON-CORE FLEET DOF REDERI

For DOF employees only.‍

Offshore Leaders Conference "Samling 2023"

DOF Group ASA - Capital markets day

Letter of Intent (LOI) for a 1-year contract extension

Minutes from Ordinary general meeting

Financial Report 1st quarter for DOF ASA

Invitation to presentation of Q1 2020 results

DOF ASA: NOTICE FROM PERESTROIKA AS REGARDING DEMERGER OF MØGSTER MOHN OFFSHORE AS

DOF ASA - DISCLOSURE OF LARGE SHAREHOLDING

DOF ASA AND DOF SUBSEA AS: STANDSTILL AGREEMENTS WITH SECURED LENDERS

Notice of ordinary general meeting DOF ASA

Contract updates DOF Subsea

Financial calendar