DOF Denmark A/S, a subsidiary of DOF Group ASA, has signed agreements to sell the Skandi Tender (AHTS built in 2009) and Skandi Trader (AHTS built in 2008) to an international buyer. The sale of Skandi Trader is contingent upon the buyer’s inspection. Both vessels are planned to be delivered to the new owner in September 2025.
For further information, please contact:
Eirik Vardøy, Investor Relations DOF Group ASA
Phone: +47 94 83 64 64
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Reference is made to the announcement made by DOF ASA ("DOF") and its subsidiary DOF Subsea AS on 22 June 2022 regarding the execution of an agreement (the "Restructuring Agreement") with a substantial group of creditors and certain other stakeholders on a comprehensive financial restructuring (the "Restructuring") and the announcement on 13 October 2022 regarding the update on the Restructuring process. The Extraordinary General Meeting relating to the Restructuring will be held on Friday 11 November 2022 at 12:00 hours as an electronic meeting. Shareholders who wish to participate and vote at the Extraordinary General Meeting must be registered with a user profile in the meeting portal Orgbrain (www.orgbrain.no) or submit a proxy to the Company by 12:00 hrs CET on 7 November 2022. Information about participation and registration is included in the notice and its appendices and is attached to this announcement and also available on the Company's website www.dof.com. Further information about the electronic participation will be published on the Company's website www.dof.com and distributed to the shareholders who fill in and return the registration form. A paper version of the notice will be sent by post to those shareholders who have reserved themselves against electronic communication on the VPS Investor Services. In addition tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Offshore Energy Marine Telecommunications and Renewables markets. www.dofsubsea.com"
Det vises til børsmelding fra DOF ASA ("DOF" fortsatt diskusjonen for å enes om alternative løsninger for å gjennomføre Restruktureringen for det tilfelle at den ekstraordinære generalforsamlingen i DOF ikke godkjenner vedtakene som kreves for å gjennomføre Restruktureringen. Som et resultat av ovennevnte diskusjoner har partene i Restruktureringsavtalen i dag inngått en tilleggsavtale til Restruktureringsavtalen (""Tilleggsavtalen""). Partene har der blitt enige om de konkrete tiltak som vil bli iverksatt av kreditorene for å kunne gjennomføre Restruktureringen med forbehold om oppfyllelse eller fritak av visse standardbetingelser. For det tilfelle at den ekstraordinære generalforsamlingen i DOF stemmer ned de vedtak som kreves for å kunne gjennomføre Restruktureringen er DOF i henhold til vilkårene i Tilleggsavtalen forpliktet til å åpne rekonstruksjonsforhandlinger etter rekonstruksjonsloven av 7. mai 2020 og foreslå en rekonstruksjon med følgende nøkkelelementer: (i) en del av DOFs direkte finansielle gjeld vil bli konvertert til egenkapital; og (ii) ingen andre forpliktelser for DOF eller Gruppen vil bli påvirket av rekonstruksjonen. Alle andre elementer av Restruktureringen vil bli iverksatt etter at rekonstruksjonen er gjennomført. Gjennomføringen av rekonstruksjonsforslaget vil kreve at en ny ekstraordinær generalforsamling i DOF godkjenner forslaget med minst 50 % av aksjene representert på generalforsamlingen. Dersom Restruktureringen gjennomføres ved en rekonstruksjon vil de eksisterende aksjene i DOF representere 1 % av de fullt utvannede aksjene i DOF etter ferdigstillelse med mindre annet blir avtalt mellom Gruppens kreditorer. Til sammenligning vil de eksisterende aksjonærene representere 4 % av de fullt utvannede aksjene i DOF dersom Restruktureringsavtalen blir vedtatt som foreslått på første ekstraordinære generalforsamling. Dersom rekonstruksjonsforslaget ikke kan gjennomføres enten fordi nødvendig flertall på den andre ekstraordinære generalforsamlingen ikke oppnås eller av andre grunner vil det bli åpnet konkursbehandling i DOF. I henhold til Tilleggsavtalen har kreditorene i Gruppen avtalt å etablere et nytt selskap (""Newco"") som vil gi et tilbud om å overta hele Gruppens virksomhet fra konkursboet gjennom et oppkjøp direkte eller indirekte av datterselskapene mot at deres krav mot DOF blir underordnet. Det vil ikke bli tilbudt kontantvederlag. Dersom et slikt tilbud aksepteres vil Newco bli det nye morselskapet i Gruppen og det vil bli søkt om notering av aksjene til Newco på Oslo Børs eller Euronext Expand Oslo. Dersom Restruktureringen gjennomføres etter en konkurs i DOF vil eksisterende aksjonærer i DOF ikke motta noen egenkapitalandel i den restrukturerte gruppen. Styret og ledelsen i DOF er overbevist om at det er i aksjonærenes interesse at Restruktureringen gjennomføres på et frivillig grunnlag og at aksjonærene vil oppnå best mulig resultat ved å støtte Restruktureringen på den ekstraordinære generalforsamlingen i DOF. Dersom en frivillig løsning ikke oppnås må styret imidlertid ta hensyn til kreditorenes interesser som Gruppens viktigste økonomiske interessenter samt søke å sikre videre drift av Gruppens virksomhet til fordel for sine kunder ansatte og andre interessenter. Styret er av den oppfatning at gjennomføringen av Restruktureringen gjennom de alternative gjennomføringsstegene som er avtalt i Tilleggsavtalen vil være det beste alternativet for DOF og konsernet dersom aksjonærene ikke støtter restruktureringen på den ekstraordinære generalforsamlingen. Alle alternativene ovenfor inkludert formell konkurs i morselskapet DOF ASA for å kunne gjennomføre Restruktureringen er strukturert for å unngå negative konsekvenser for den løpende driften av Gruppen og for å unngå tap for Gruppens kunder leverandører og andre handelskreditorer. Følgelig er ingen andre kreditorer enn de finansielle kreditorene forutsatt å bli berørt av slike alternative implementeringer av Restruktureringsavtalen. For mer informasjon vennligst kontakt: CEO Mons Aase tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 Denne informasjonen er informasjonspliktig etter verdipapirhandelloven § 5-12."
Reference is made to the announcement made by DOF ASA ("DOF" as set out in the announcement on 22 June 2022 engaged in good faith discussions to agree alternative steps to implement the Restructuring in the event that the extraordinary general meeting of DOF does not pass the resolutions required to implement the Restructuring. Following such discussions the parties to the Restructuring Agreement have today entered into an addendum to the Restructuring Agreement (the ""Addendum"") detailing the steps that will be taken by the creditors subject to satisfaction or waiver of certain customary conditions to implement the Restructuring in such event. In the event that the extraordinary general meeting of DOF rejects the resolutions required to implement the Restructuring DOF shall subject to the terms of the Addendum procure that reconstruction proceedings are opened under the Norwegian Reconstruction Act of 7 May 2020 and propose a reconstruction with the following key elements: (i) a portion of DOF's direct financial indebtedness will be converted into equity; and (ii) no other liabilities of DOF or the Group will be affected by the reconstruction. All other elements of the Restructuring will be implemented following completion of the reconstruction. Implementation of the reconstruction proposal will require that an additional extraordinary general meeting of DOF approves the proposal with at least 50% of the shares represented at the general meeting. If the Restructuring is implemented by way of a reconstruction the existing shares in DOF will represent 1% of the fully diluted shares in DOF post completion unless otherwise agreed among the Group's creditors compared to 4% of the fully diluted shares in DOF if the Restructuring Agreement is adopted as proposed in the first extraordinary general meeting. If the reconstruction proposal cannot be implemented either because the required majority at the second extraordinary general meeting is not obtained or for other reasons bankruptcy proceedings will be opened in DOF. Pursuant to the Addendum the creditors of the Group have agreed to establish a new company (""Newco"") that will make an offer to acquire the entire business of the Group from the bankruptcy estate through an acquisition directly or indirectly of its subsidiaries against a subordination of their claims against DOF. No cash consideration will be offered. If such offer is successful Newco will become the new parent company in the Group and an application will be made for the listing of the shares of Newco on Oslo Børs or Euronext Expand Oslo. If the Restructuring is implemented following a bankruptcy in DOF the existing shareholders in DOF will not retain any equity interest in the restructured group. The board of directors and management of DOF firmly believe that it is in the best interest of DOF's shareholders that the Restructuring is implemented on a consensual basis and that the shareholders will obtain the best recovery by supporting the Restructuring at the extraordinary general meeting of DOF. However if a consensual solution is not possible the board of directors must have regard to the interest of its creditors as the main economic stakeholders of the Group as well as seeking to secure the continued operations of the business of the Group to the benefit of its customers employees and other stakeholders. To this end the board of directors is of the opinion that the implementation of the Restructuring through the alternative implementation steps agreed in the Addendum will be the best option available to DOF and the Group if the shareholders do not support the Restructuring at the extraordinary general meeting. All scenarios above including in case of a formal bankruptcy in the parent company DOF ASA to effect the Restructuring are structured to avoid any interruption to the ongoing operations of the Group and to avoid losses for the Group's customers suppliers and other trade creditors. Consequently no other creditors than the financial creditors are envisaged to be affected by such alternative implementations of the Restructuring Agreement. For further information please contact: CEO Mons Aase tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com"
DOF Subsea USA is pleased to announce the award of multiple contracts in the Gulf of Mexico. The region has received a contract award for the provision of services to a major operator in the Gulf of Mexico commencing in Q2 2023. The services will be provided utilizing one of the Jones Act compliant vessels operated by DOF Subsea. The backlog estimate from these awards for the North America region is approximately NOK 300 million. Mons Aase CEO DOF Subsea AS said I’m very pleased with our North America region winning key projects with leading Oil and Gas operators in the US market securing strong backlog for 2023.” For further information please contact: Mons S. Aase CEO DOF Subsea. Tel: +47 91 66 10 12 Marianne Møgster SVP Finance DOF Subsea. Tel: 99 30 69 16 About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com
DOF Subsea is pleased to announce multiple new project awards and a contract extension in the Atlantic region. The projects combined Skandi Skansen Skandi Hera and selected third-party vessels shall be utilized in the offshore execution phases. One of the awards is a SURF contract from a major oil & gas operator. The project includes design & fabrication of spools and installation of umbilicals flying leads spools and various subsea equipment. Main installation phase is scheduled for quarter 2 2023 in the Mediterranean and shall be executed on DOF`s construction vessel Skandi Acergy. Project management engineering and procurement are managed by DOF`s project teams in Aberdeen and Houston. Another award is an FPSO mooring rectification project in West Africa. The scope includes project management engineering and fabrication utilizing Skandi Skansen as the main installation vessel. DOF Subsea has been awarded an early phase study from a major oil & gas operator for the purpose of detailing cessation plans for one of its fields in the North Sea based on utilizing the DOF fleet. Mons Aase CEO DOF Subsea AS said “I am pleased with the series of awards in the Atlantic region securing projects across North Sea Mediterranean and Africa. Together with previous announced contracts our latest SURF award confirms full utilization of Skandi Acergy within the SURF segment across the North Sea Mediterranean and Australia from fall 2022 to summer 2023. I note our clients are continuing to trust DOF`s ability to deliver bespoke subsea services safe and efficiently.” For further information please contact: Mons S. Aase CEO DOF Subsea. Tel: +47 91 66 10 12 Marianne Møgster SVP Finance DOF Subsea. Tel: +47 99 30 69 16 About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Offshore Energy Marine Telecommunications and Renewables markets. www.dofsubsea.com
Reference is made to the summons to bondholders' meetings in DOF Subsea AS' three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020 subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com
Reference is made to the resolutions adopted in the bondholders' meetings in DOF Subsea AS' three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020 with a possibility to further extend the standstill arrangement currently in place to 30 September 2022 with the approval of the ad-hoc group of bondholders (the ""Ad-Hoc Group""). Reference is further made to the announcements on 22 June 2022 regarding the restructuring agreement between among others DOF ASA DOF Subsea AS Iceman AS and the secured lenders to the DOF group and the members of the Ad-Hoc Group (the ""Restructuring Agreement"") which sets out the terms and conditions of the planned restructuring of DOF Group's outstanding debt (the ""Restructuring""). The completion of the Restructuring is dependent on the bondholders agreeing to further extend the standstill arrangement insofar as required to implement the Restructuring pursuant to the terms of the Restructuring Agreement. DOF Subsea AS has therefore requested Nordic Trustee AS to summon bondholders' meetings in the three bond loans to consider the extension of the standstill period initially until 31 October 2022 and with a possibility to extend the standstill period on one or more occasions to 30 November 2022 with the approval of the Ad-Hoc Group. The proposal is further described in the attached summons to the bondholders in the three bond loans. CEO Mons Aase tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 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 3 800 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 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. DOF ASA is listed on the Oslo Exchange since 1997."
Reference is made to the resolutions adopted in the bondholders' meetings in DOF Subsea AS' three bond loans (FRN DOF Subsea AS Senior Unsecured Bond Issue 2013/2020 with a possibility to further extend the standstill arrangement currently in place to 30 September 2022 with the approval of the ad-hoc group of bondholders (the ""Ad-Hoc Group""). Reference is further made to the announcements on 22 June 2022 regarding the restructuring agreement between among others DOF ASA DOF Subsea AS Iceman AS and the secured lenders to the DOF group and the members of the Ad-Hoc Group (the ""Restructuring Agreement"") which sets out the terms and conditions of the planned restructuring of DOF Group's outstanding debt (the ""Restructuring""). The completion of the Restructuring is dependent on the bondholders agreeing to further extend the standstill arrangement insofar as required to implement the Restructuring pursuant to the terms of the Restructuring Agreement. DOF Subsea AS has therefore requested Nordic Trustee AS to summon bondholders' meetings in the three bond loans to consider the extension of the standstill period initially until 31 October 2022 and with a possibility to extend the standstill period on one or more occasions to 30 November 2022 with the approval of the Ad-Hoc Group. The proposal is further described in the attached summons to the bondholders in the three bond loans. CEO Mons Aase tel. +47 91 66 10 12 CFO Martin Lundberg tel. +47 91 62 10 57 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 3 800 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 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. DOF ASA is listed on the Oslo Exchange since 1997."
The Group’s operating revenue for the 2nd quarter (management reporting) was NOK 1 CEO DOF Subsea AS - Tel: +47 91 66 10 12 Martin Lundberg CFO DOF Subsea AS - Tel: +47 91 62 10 57 About DOF Subsea: The DOF Subsea Group is a specialist subsea service business that provides subsea construction subsea engineering inspection repair and maintenance and survey services which involve complex and challenging engineering in an international environment. DOF Subsea owns a large fleet of modern subsea construction intervention and survey vessels that enable it to offer differentiated positions with its clients and work in long term relationships which enhance service delivery and reduce the overall risk. The company’s core business is project management engineering vessel operations survey remote intervention and diving operations primarily for the Oil and Gas Marine Telecommunications and Renewables markets. www.dofsubsea.com"