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DOF Group ASA - Invitation to presentation of Q1 2025 results

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Contract awards

DOF Group ASA – IMR Vessel and Subsea Services Contract Award in APAC

November 12, 2024

Other

General Terms and Conditions

November 11, 2024

DOF Group ASA's (“DOF” or the “Group”) revenue for 3rd quarter (management reporting) totals USD 376 million (USD 322 million) and EBITDA totals USD 141 million (USD 123 million). The operating profit (EBIT) is USD 88 million (USD 85 million). Net financial costs amount to USD -9 million (USD -52 million) including unrealised currency gain of USD 17 million (USD -24 million). The result after taxes is USD 69 million (USD 27 million). The Group’s net interest-bearing debt is USD 1,143 million (USD 1,372 million). The equity is USD 1,195 million (USD 749 million) giving an equity ratio of 39% (27%).

Key highlights in 3rd quarter:
• The Group achieved an EBITDA of USD 141 million (USD 123 million).
• The net profit was USD 69 million (USD 27 million) and has been positively impacted by an unrealised non-cash currency gain of USD 17 million (USD -24 million) due to a strengthened BRL to USD in the quarter.
• The Group’s cash flow from operating activities was USD 124 million (USD 141 million) in the quarter.
• The equity ratio has improved from 27% to 39% due to strong results the last 12 months and a private placement of USD 75 million in July.
• The Net interest-bearing debt (NIBD) has been reduced from USD 1,372 million to USD 1,143 million. The NIBD/LTM EBITDA by end September is 2.3x (3.0x)
• The average utilisation of the fleet has been 92% (85%) in the quarter.
• The performance has been good in the APAC, North America and the Atlantic regions, and stable in Brazil.
• The total fleet consists of 57 vessels (incl. 14 vessels on management or hired in):
o 16 AHTSs, 10 PSVs and 31 Subsea vessels.
• The order intake in 3rd quarter was USD 0.5 billion.
• Firm backlog by end September is USD 2.75 billion (USD 2.1 billion). Order intake after balance date is approximately USD 90 million.
• The Group has on 1st of November completed the acquisition of Maersk Supply Service A/S (“MSS”) which has been renamed to DOF Denmark A/S and will be incorporated in the accounts from 1st of November.
Note: all numbers commented above are based on management reporting

Statement from the CEO:
‍
“After completion of the MSS acquisition, we look forward to further developing the DOF Group with an advanced fleet of CSVs and high-end AHTS vessels and the combined competence and capabilities in DOF and MSS. Our main focus now is to ensure a good integration process of the two companies with a common target to deliver world-class services to our customers.

I am further pleased to see the continuing good performance from our subsea regions and am optimistic that the Group’s subsea project activity will continue to grow both due to the recent awarded contracts and ongoing tenders. The activity in the North Sea spot market for AHTS and PSV has slowed down the last two months especially on the UK sector, but we see the opposite in Brazil where Petrobras is out with several tenders and also in Asia-Pacific where we recently were awarded another very good PSV contract.

The expected improved earnings in the second half are confirmed by the 3rd quarter result, hence we change the EBITDA guiding to USD 510-520 million. The uncertainty in 4th quarter is limited as the reported backlog for 4thquarter is higher than the reported revenue in 3rd quarter.

With reference to our Capital Markets Day in September, we have now started the refinancing process of the Group to position the Company with the target to pay dividends from 2nd quarter 2025 and onwards. The progress is good and strong indications of interest from banks to participate in the refinancing.”

Please see enclosed 3rd quarter Financial Report 2024.

>>> DOF Group ASA Q3 2024 Financial Report (PDF)

A webcast, followed by a Q&A session, will be available Thursday, 7th of November at 08:30 CET on www.dof.com/webcast.

For further information, please contact:

Martin Lundberg, SVP Finance DOF Group ASA
Phone: +47 91 62 10 57
E-mail: martin.lundberg@dof.com

Eirik Vardøy, Investor Relations DOF Group ASA
Phone: +47 94 83 64 64
E-mail: eirik.vardoy@dof.com

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‍

News

DOF Group ASA - Financial Report for 3rd quarter 2024

November 6, 2024

Austevoll, 5 November 2024: Reference is made to the stock exchange announcement made by DOF Group ASA ("DOF" or the "Company") on 2 July 2024 in which it was announced that DOF, through DOF Offshore Holding Denmark ApS on certain terms and conditions would acquire all the shares in Maersk Supply Service A/S (renamed to DOF Denmark A/S on the date hereof)("MSS") from Maersk Supply Service Holding ApS ("MSSH") (the "Transaction"). Reference is further made to the stock exchange announcement by the Company on 1 November 2024 in which it was announced that (i) the Transaction had been completed, and (ii) the board of directors of the Company had resolved to issue 58,883,073 consideration shares (the "Consideration Shares") and 2,686,591 new shares (the "New Shares") to MSSH, in order settle part of the purchase price under the Transaction.

The Consideration Shares and the New Shares issued to MSSH to settle the Company's obligation under the Transaction have been delivered on a separate ISIN pending publication of a listing prospectus (the "Prospectus") approved by the Financial Supervisory Authority of Norway (Nw.: Finanstilsynet).

The Financial Supervisory Authority of Norway has today, on 5 November 2024, approved a prospectus (the "Prospectus") for the listing of the Consideration Shares and the New Shares on the Oslo Stock Exchange.

The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available on the Company's website, www.dof.com.
>>> DOF Group ASA - PROSPECTUS (PDF, 10 mbs)

The Consideration Shares and the New Shares will be delivered to the ordinary ISIN of the Company and become tradable on the Oslo Stock Exchange under the ticker "DOFG".

For further information, please contact:

Martin Lundberg, SVP Finance DOF Group ASA
Phone: +47 91 62 10 57
E-mail: martin.lundberg@dof.com

Eirik Vardøy, Investor Relations DOF Group ASA
Phone: +47 94 83 64 64
E-mail: eirik.vardoy@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 than distributors) unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available.

‍

News

Reference is made to the announcement made by DOF Group ASA (“DOF” or the “Company”) on 1 November 2024, regarding the completion of DOF’s acquisition of Maersk Supply Service A/S (renamed DOF Denmark A/S on the date hereof) from Maersk Supply Service Holding A/S (the “MSS Transaction”).

DOF, offering a full spectrum of top-quality offshore services to facilitate an ever-growing and demanding industry, announces as of 1st of November 2024, the acquisition of MSS is now complete.

As of the closing of the MSS Transaction, DOF and MSS operations, except for Maersk Offshore Wind and MSS’s operations in Brazil which are not included in the MSS Transaction, will be combined under the DOF Group and DOF brand.

Following the completion of the acquisition, the DOF Group has undergone a significant increase in scale. From today, DOF has a workforce of more than 5,000 people and operate a fleet of 78 vessels, of which 65 are owned. The core businesses remain unchanged, offering world-class vessels and integrated offshore services for the oil and gas industry, and for a growing offshore wind market.

Mons Aase, CEO DOF Group ASA, said “We would like to use this opportunity to welcome all our new colleagues to DOF. We very much look forward to collectively developing the combined company further, as a global leading offshore service provider.”

With a multinational workforce of more than 5,000 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, 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 centres and business units are located in Norway, Denmark, the UK, the USA, the Philippines, Singapore, Brazil, Argentina, Canada, Angola, and Australia.

News

DOF completes acquisition of Maersk Supply Service

November 1, 2024

News

Major shareholder notification

November 1, 2024

Historical OSE Notices

DOF contract awards

March 11, 2020

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.

Historical OSE Notices

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

February 27, 2020

Historical OSE Notices

Contract award

February 24, 2020

The Group's operating income for 4[th] quarter (management reporting) totals NOK 1,979 million (NOK 1,704 million) and the operating profit before depreciation and impairment (EBITDA) totals NOK 749 million (NOK 493 million). The Ebitda adjusted for hedge accounting is NOK 805 million (NOK 546 million) and the operating profit (EBIT) is NOK 98 million (NOK -186 million). YTD Revenue totals NOK 7,524 million (NOK 6,938 million) and Ebitda totals NOK 2,673 million (NOK 2,066 million) and YTD Ebit totals NOK -90 million (NOK 89 million). The average utilisation of the Group's fleet during the 4[th] quarter was 83% ; 80% for the subsea fleet, 77% for the AHTS fleet and 94% for the PSV fleet. Improved earnings and utilisation for the PSV and AHTS fleet and for the Subsea IMR project fleet. Stable earnings for the fleet on long term charter contracts The Group's backlog by 31.12. 2019 is NOK 18 billion. A long-term refinancing solution is in process with the target to be concluded within 1[st] quarter 2020. Please see enclosed 4[th]quarter Financial Report 2019. Webcast is available Friday, 21st February 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 3,500 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

Financial Report 4[th] quarter for DOF ASA

February 21, 2020

Historical OSE Notices

DOF Subsea awarded contracts in Africa

February 20, 2020

Historical OSE Notices

Contract award for Geosea

February 18, 2020

Historical OSE Notices

Invitation to presentation of Q4 2019 results

February 17, 2020

On 20 December 2019, DOF Subsea AS ("DOF Subsea" or the "Company", and together with its subsidiaries the "Group") announced that the proposal in the Summons to Bondholders' Meetings dated 5 December 2019 (the "Original Proposal") was approved by the necessary majority in all of the Company's three bond issues, subject to certain changes to the Original Proposal that had been accepted by the Company also being approved by the bondholders in each of DOFSUB07, DOFSUB08 and DOFSUB09. The Company today summons bondholder meetings in the three bonds to approve these changes (the "Proposal"), which include: · For the DOFSUB07 bonds, a 5% PIK interest and a call option at 100% of the nominal amount at any time (instead of the Original Proposal with no PIK interest, but increasing call option prices). The DOFSUB07 bonds shall be redeemed at 100% of the nominal amount at maturity, which is estimated to be on or about 9 May 2024, being 9 days after the maturity of the bank debt (estimated to be on or about 30 April 2024). · For the DOFSUB08 bonds the maturity date will be extended to 382 days after the DOFSUB07 bonds (estimated to be on or about 26 May 2025, compared to August 2024 in the Original Proposal). · For the DOFSUB09 bonds the maturity date will be extended to 515 days after the DOFSUB07 bonds (estimated to be on or about 6 October 2025, compared to December 2024 in the Original Proposal). · Laco AS has also agreed to convert its indirect holding of approx. NOK 60m in nominal value of DOFSUB07 bonds into shares in DOF ASA, directly or indirectly, and the Company has agreed to cancel its treasury bonds in all three bond loans. It is expected that Laco AS, directly or indirectly, will contribute such bonds to DOF ASA as a contribution in kind against issuance of new shares, in order to facilitate such conversion. Financial covenants will be aligned through "most favoured nations" clauses, and a negative pledge clause will be included in DOFSUB07 as well. Further details of the changes are included in the attached summons. Other processes: DOF Subsea is continuing to negotiate a long-term financing solution with its secured lenders and expects to update the market shortly. The refinancing will be conditional upon NOK 200 million being injected by DOF ASA as new equity in DOF Subsea AS. Upon approval of the Proposal by bondholders and approval by the banks of the term sheet for the refinancing, an equity issue in the form of a rights offering with preferential rights for existing shareholders will therefore be conducted in DOF ASA. Subject to satisfactory refinancing terms, the largest indirect shareholder of DOF ASA, Laco AS, has committed to, directly or indirectly, subscribe for NOK 200 million in such rights offering. The Company has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors with respect to the Proposal. Accordingly, Bondholders may contact ABG Sundal Collier ASA at +47 22 01 61 66 or Pareto Securities AS Fixed Income Sales at +47 22 87 87 70 for further information. For further information, please contact: CEO Mons Aase, tel. +47 91 66 10 12 CFO Hilde Drønen, tel +47 91661009 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 or DOF ASA. 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 to 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.

Historical OSE Notices