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DOF Group ASA - Sale of vessels

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News

DOF Group ASA – Exercise Skandi Iceman option

August 3, 2023

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 by DOF Group ASA ("DOF" or the "Company", ticker symbol "DOFG") on 6 July 2023 whereby the Company announced that the increase in the Company's share capital in connection with exercise of greenshoe option had been registered.

DNB Markets, a part of DNB Bank ASA, has today redelivered a total of 1,830,595 ordinary shares to Moco Holding AS, being a close associate of primary insider Mons Svendal Aase (chief executive officer), Energy Investors AS, being a close associate of primary insider Svein Harald Øygard (chairman of the board of directors), Harald Thorstein being a primary insider, Djupedalen AS, being a close associate of primary insider Hilde Drønen (chief financial officer), and ML Kapital AS, being a close associate of primary insider Martin Lundberg (EVP responsible for Finance and Investor Relations), borrowed for the purposes of facilitating delivery in respect of the over-allotments made in connection with the Company's initial public offering of shares.

The forms of notification and public disclosure for such redelivery of borrowed shares are attached.
>>> Download: DOF Group ASA Notification Transactions Primary Insiders Close Associates 06-jul-2023.pdf

This information is subject to the disclosure requirements in article 19 of the Regulation EU 596/2014 (the EU Market Abuse Regulation) and section 5-12 of the Norwegian Securities Act.

Advisors

ABG Sundal Collier ASA, Carnegie AS, DNB Markets, a part of DNB Bank ASA, and

Pareto Securities AS are acting as Joint Global Coordinators and Joint

Bookrunners in the IPO (the "Managers").

Lazard Ltd is acting as financial adviser to the Company (the "Financial Advisor").

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers.

For further information, please contact:

Mons Aase, CEO DOF Group ASA
Phone: +47 91 66 10 12
E-mail: Mons.Aase@dof.com

Svein Harald Øygard, Chairperson DOF Group ASA
Phone: +47 90 02 40 09
E-mail: sveinharaldoygard@gmail.com

‍

News

DOF Group ASA – Redelivery of borrowed shares to primary insider and close associates of primary insiders

July 6, 2023

News

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,IN OR INTO, THE UNITED STATES OFAMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ORJAPAN OR ANY OTHER JURISDICTIONWHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHERMEASURES.

DOF Group ASA – Resolution to increase the sharecapital

Austevoll, Norway, 4 July 2023: Reference ismade to the stock exchange announcement made on 4 July 2023 whereby DOF Group ASA ("DOF"or the "Company", OSE tickercode "DOFG") announced the end of stabilisation and exercise of greenshoe option.

Today, 4 July 2023, the Company's board ofdirectors has, based on an authorisation granted to it by the extraordinary general meeting of theCompany held on 25 May 2023,resolved to increase the Company's share capital with NOK 4,576,487.50 by issuance of 1,830,595 new ordinaryshares, each with a nominal value ofNOK 2.50, for a subscription price of NOK 28.00 per share (equal to the offer price in the Company's initial publicoffering of shares (the "IPO")) to DNB Markets, a part of DNB Bank ASA ("DNB") following DNB'sexercise of the greenshoe option grantedby the Company in connection with the IPO. Following registration of the share capital increase withthe Norwegian Register of Business Enterprises (Nw.Foretaksregisteret), the Company's share capital will be NOK 441,623,045, divided into 53,372,566ordinary shares and 123,276,652 B-shares,each with a nominal value of NOK 2.50.

Advisors

ABG Sundal Collier ASA, Carnegie AS, DNBMarkets, a part of DNB Bank ASA, and
Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners inthe IPO (the "Managers").

Lazard Ltd is acting as financial adviser to theCompany (the "Financial Advisor").

Advokatfirmaet Thommessen AS is acting as legalcounsel to the Company.
Advokatfirmaet Wiersholm AS is acting as legalcounsel to the Managers.

For further information, please contact:

Mons Aase, CEO DOF Group ASA
Phone: +47 91 66 10 12
E-mail: Mons.Aase@dof.com

Svein Harald Øygard, Chairperson DOF Group ASA
Phone: +47 90 02 40 09
E-mail: sveinharaldoygard@gmail.com

‍

News

DOF Group ASA – Resolution to increase the share capital

July 4, 2023

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.

DOF Group ASA – End of stabilisation and exercise of greenshoe option

Austevoll, Norway, 4 July 2023: Reference is made to the stock exchange announcement by DOF Group ASA ("DOF" or the "Company", ticker symbol "DOFG") on 22 June 2022 regarding potential stabilisation activities in respect of the ordinary shares in the Company in connection with the successful completion of the initial public offering of ordinary shares in the Company (the "Offering" or the "IPO").

DNB Markets, a part of DNB Bank ASA (the "Stabilisation Manager"), acting as stabilisation manager in connection with the Offering on behalf of the Managers (as defined below), hereby gives notice that the stabilisation period which commenced on 22 June 2023, has ended as of today, 4 July 2023 and that no stabilisation was undertaken in relation to the shares in the Company. In order to permit redelivery of the 1,830,595 ordinary shares in the Company, which were borrowed from Moco Holding AS, Energy Investors AS, Harald Thorstein, Djupedalen AS and ML Kapital AS and over-allotted in the Offering, the Stabilisation Manager, on behalf of the Managers, has exercised the greenshoe option granted by the Company to subscribe for new ordinary shares in the Company. In total 1,830,595 ordinary new shares in the Company will be subscribed for and issued by the Company under the greenshoe option at a price of NOK 28.00 per share, equal to the offer price in the Offering. After the issuance of the new shares, the number of shares outstanding in the Company will be 53,372,566 ordinary shares and 123,276,652 B-shares, each with a par value of NOK 2.50.

Advisors

ABG Sundal Collier ASA, Carnegie AS, DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (the "Managers").

Lazard Ltd is acting as financial adviser to the Company (the "Financial Advisor").

Advokatfirmaet Thommessen AS is acting as legal counsel to the Company.

Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers.

For further information, please contact:
Mons Aase, CEO DOF Group ASA
Phone: +47 91 66 10 12
E-mail: Mons.Aase@dof.com

Svein Harald Øygard, Chairperson DOF Group ASA
Phone: +47 90 02 40 09
E-mail: sveinharaldoygard@gmail.com

‍

News

DOF Group ASA – End of stabilisation and exercise of greenshoe option

July 4, 2023

News

Titan's tragic loss and our heartfelt condolences

June 23, 2023

News

DOF Group ASA – Notice of stabilization and over-allotment

June 22, 2023

Historical OSE Notices

New face value 20.12.2019

December 19, 2019

Historical OSE Notices

Nytt pålydende 20.12.2019

December 19, 2019

Historical OSE Notices

DOF ASA - New share capital

December 19, 2019

Historical OSE Notices

DOF Subsea secures integrated FSV contract in Africa

December 10, 2019

Historical OSE Notices

Summons to bondholders' meeting

December 6, 2019

DOF ASA AND DOF Subsea AS: REFINANCING UPDATE, SUMMONS TO BONDHOLDERS' MEETINGS IN DOF SUBSEA AS As previously reported in DOF Subsea AS' ("DOF Subsea" or the "Company") financial report for Q2 and Q3 2019, the DOF Subsea Group (the "Group") experience that regular financing and refinancing has been challenging. The Group has an order backlog of approximately NOK 14 billion per 30 September 2019. The market has improved slightly, and the Company has a higher EBITDA compared to last year. However, the current EBITDA is still not sufficient to cover the Group's current amortisation profile. DOF Subsea is in a process to negotiate a long-term financing solution, with a financial structure that is aligned with the current market. The Company is negotiating with its banks and has a conditional commitment from its largest indirect shareholder Laco AS to, either directly or indirectly, subscribe for NOK 200 million of new cash equity, subject to agreement with banks and bondholders. The new equity is expected to be raised through a rights issue in DOF ASA to be implemented in January 2020 with expected gross proceeds of between NOK 200 million and NOK 500 million. The detailed terms of the rights issue have not yet been determined. DOF ASA will in turn inject new equity in the amount of NOK 200 million in DOF Subsea. The key terms of the discussed new bank facilities are: · All bank facilities in consolidated companies are merged to one new USD 680 million facility with maturity in December 2023. · With the new facility, annual amortisations are reduced and this represents a reduction in annual amortisations of 66% average over the first 3 years. · Interest margins largely unchanged · New covenants to fit the current market situation. In respect of the Company's outstanding bonds, the Company proposes, as part of the solution, a structure whereby the bonds are extended beyond the maturity of the new bank facility. · DOFSUB07 - extended to 29 December 2023 · DOFSUB08 - extended to 14 August 2024 · DOFSUB09 - extended to 27 December 2024 Please find enclosed Summons to Bondholders' Meeting (the "Proposal") and a Company presentation. The Company has received indication that 62% of DOFSUB08 voting bonds and 47% of DOFSUB09 voting bonds will support the Proposal. The Issuer has engaged ABG Sundal Collier ASA and Pareto Securities AS as its financial advisors (the "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 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

Refinancing update, summons to bondholders' meetings in DOF Subsea AS

December 5, 2019

The Group's operating income for 3[rd]quarter (management reporting) totals NOK 2,057 million (NOK 1,739 million) and the operating profit before depreciation and impairment (EBITDA) totals NOK 759 million (NOK 535 million). The Ebitda adjusted for hedge accounting is NOK 803 million (NOK 587 million). Total impairments of NOK 917 million (NOK 124 million) have been booked in the period, hence the operating profit (EBIT) is negative with NOK -503 million (NOK 106 million). The average utilisation of the Group's fleet during the 3rd quarter was 82% ; 81% for the subsea fleet, 75% for the AHTS fleet and 94% for the PSV fleet. Improved earnings and utilisation in all segments during the quarter reflecting increased activity, however still challenging markets for the AHTS and Subsea IMR fleet. The Group's backlog is NOK 20 billion. A long-term refinancing solution is in process with the target to be completed before year end. Per November DOF ASA owns 100% of the shares in DOF Subsea AS. Please see enclosed 3rd quarter Financial Report 2019. Webcast is available Thursday, 28th November 2019 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

Our newsroom

DOF Group ASA - Sale of vessels

DOF Group ASA - Sale of vessels

DOF Group ASA – Exercise Skandi Iceman option

DOF Group ASA – Redelivery of borrowed shares to primary insider and close associates of primary insiders

Correction - DOF Group ASA: Registration of share capital increase

Correction - DOF Group ASA: Registration of share capital increase

DOF Group ASA: Registration of share capital increase

DOF Group ASA – Resolution to increase the share capital

DOF Group ASA – End of stabilisation and exercise of greenshoe option

Titan's tragic loss and our heartfelt condolences

DOF Group ASA – Notice of stabilization and over-allotment

New face value 20.12.2019

Nytt pålydende 20.12.2019

DOF ASA - New share capital

DOF Subsea secures integrated FSV contract in Africa

Summons to bondholders' meeting

Refinancing update, summons to bondholders' meetings in DOF Subsea AS

Financial Report 3rd quarter for DOF ASA

Contract extension for Skandi Carla

Invitation to presentation of Q3 2019 results