Skandi Fluminense, a 2007 Brazilian-built anchor handling tug supply (AHTS) vessel with 211t bollard pull, and Skandi Lifter, a foreign-flagged 250t AHTS built in 2009 have each been contracted...
DOF Group ASA (“DOF”) is pleased to announce two new contracts in Brazil.
Skandi Fluminense, a 2007 Brazilian-built anchor handling tug supply (AHTS) vessel with 211t bollard pull, and Skandi Lifter, a foreign-flagged 250t AHTS built in 2009 have each been contracted on 4-year contracts with Petrobras, following the same competitive AHTS tender process that resulted the contracts of Skandi Logger, Skandi Iguaçu, Skandi Angra, Skandi Paraty and Skandi Urca, previously announced. Skandi Fluminense is expected to commence in January 2026 and Skandi Lifter in February 2026. Skandi Lifter will be reflagged to Brazilian flag prior to contract commencement.
AHTS vessels are specialized vessels mainly used in the offshore energy industry. Their primary functions include anchor handling, platform towing, logistical support, and emergency response.
The two contracts have a combined value of more than USD 220 million.
Contact information:
Eirik Vardøy, Investor Relations DOF Group ASA
Phone: +47 94 83 64 64
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NOT FOR DISTRIBUTION OR RELEASE PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, NEW ZEALAND OR THE UNITED STATES OF AMERICA, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION OR ANY OTHER MEASURES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR ANYOF THE SECURITIES MENTIONED IN THE ANNOUNCEMENT.
Through the newly incorporated subsidiary DOF Offshore Holding Denmark ApS, DOF will on certain terms and conditions acquire all the shares in Maersk Supply Service A/S from Maersk Supply Service Holding A/S (“MSSH”), a subsidiary of A.P. Møller Holding A/S (“A.P. Moller Holding”). The acquisition will be paid partly in cash and partly in new shares to be issued by DOF, representing a consideration of approximately USD 1.112 billion (as of close on 28.06.2024). After issuance of the consideration shares MSSH will hold 25% of the share capital in DOF. MSS will at the time of completion of the transaction own 22 high-quality subsea and AHTS vessels, following a carve-out of certain entities, vessels, assets and liabilities.
The combined company, operating under the DOF Group name and brand, will be a leading offshore service provider with comprehensive scale and a wide range of services across all continents in the offshore energy industries. DOF and MSS’ current operations are both strategically and geographically complementary, and future growth ambitions are strongly aligned. Leveraging the two global organisations' strong capabilities and competencies that will further enhance the combined company’s position as a major integrated offshore services provider. The combined company will be one of the largest oil services companies listed on the Oslo Stock Exchange.
Transaction rationale and highlights
• Further strengthens DOF Group’s integrated service offering and position, towards a strong oil & gas market and a growing offshore wind market
• Immediate fleet expansion without need for substantial newbuild lead time, and with significantly lower per vessel investment requirement
• Modern and high-quality fleet of 22 vessels, consisting of eight high-specification CSV vessels, 13 high-specification AHTS vessels and one cable layer vessel
• Positions DOF Group with a total fleet of 65 owned vessels, creating a strong fleet among core players in the competitive landscape, and reducing the value weighted fleet age from 11.7 years to 10.7 years
• Complementary operations and geographical fit between the two companies, strengthening scale and presence
• Substantial MSS fleet earnings growth potential from both renewal of legacy contracts and through adding subsea services earnings to the offering
• Attractively priced assets with a gross asset value of USD 1,319 million
• Further strengthening of existing shareholder base with A.P. Moller Holding, a globally recognised industrial investor in the maritime and energy industry
• Financially robust transaction lowering leverage and increasing future DOF dividend capacity
• Creating one of the largest oil services companies listed on the Oslo Stock Exchange, with a combined market cap of approximately USD 2.3 billion (as of close on 28 June 2024)
“The announced transaction today marks a strategic milestone for the DOF Group, driven by a strong industry rationale and a shared vision with A.P. Moller Holding, who will indirectly become a major shareholder. Under the DOF name and brand, we will create a leading offshore services provider and strengthen the global position of the combined company. With the world’s largest fleet of CSVs and high-end AHTS vessels, we will enhance the customer experience through increased scale, global reach, and industry-leading services, combining the strong capabilities and decades of experience of DOF and Maersk Supply Service. I look forward to further developing the DOF Group together with my new and existing colleagues, ensuring the continued delivery of world-class services to our customers” said Mons Aase, CEO of DOF.
“This long-term solution for Maersk Supply Service's OSV activities together with DOF Group is founded on our shared values and unwavering commitment to safety and efficiency of our operations. The combination of our talented employees, modern fleet and geographical spread will create a leading offshore service provider characterized by unique scale and a wide range of product and service offerings across key markets for the benefit of our customers,” said Christian Ingerslev, CEO of Maersk Supply Service.
The DOF Group will, following the acquisition of MSS, comprise a workforce of more than 5,400 employees with 78 modern offshore/subsea vessels, 65 of which are owned, and engineering capacity to service both the offshore and subsea market.
Transaction structure, governance, conditions and completion timetable
Prior to closing of the transaction, certain entities, vessels, assets and liabilities will be transferred out of the MSS structure and not be acquired by DOF. The offshore wind installation business has already been carved out of Maersk Supply Service. Further, the transaction does not include MSS' operations in Brazil.
The acquisition is supported by the Board of Directors of MSSH, MSS and DOF, as well as shareholders in DOF representing more than 50% of the outstanding shares.
In consideration for the shares in MSS and subject to closing of the transaction, A.P. Moller Holding’s subsidiary MSSH shall at completion of the transaction receive a combination of USD 577 million in cash (to be adjusted based on the locked-box accounts and subject to further adjustments at closing) and 58,883,073 new shares in DOF, leading MSSH to hold 25% of the share capital in DOF after issuance of the consideration shares.
DOF intends to finance the cash portion of the purchase price through a combination of:
o A new debt facility of USD 500 million, to be provided by DNB, Danske Bank, Danmarks Skibskredit and Deutsche Bank, and
o An equity raise of new shares in DOF for up to the NOK equivalent of USD 125 million (the "Equity Raise"), in which MSSH has undertaken to subscribe for and be allocated 25% of the new shares to be issued subject to completion of the transaction (and as set off against cash consideration to be received)
Further information about the Equity Raise will be published by DOF in a separate stock exchange notice via newsweb.no when the Equity Raise is launched today.
Subject to closing of the transaction, MSSH shall have the right to nominate (i) two additional members of the board of directors of DOF for a period of two years from closing(one of whom shall also be elected as the vice chairman and one as member of the board's remuneration committee), and (ii) the chairman of the nomination committee of DOF for a period of two years from closing.
Closing of the transaction is among other things subject to clearance by certain regulatory authorities,availability of financing, approval of a prospectus for listing of the consideration shares, various approvals by an extraordinary general meeting ofDOF (“EGM”) (including approval by an authorisation to the DOF board of directors to issue the consideration shares), completion of the above mentioned carve-out and certain other customary conditions. It is expected that DOF will call for the EGM to be held ultimo July 2024. Subject to satisfaction of the conditions, the currently expected closing date of the transaction is during Q4 2024.
About Maersk Supply Service A/S
Maersk Supply Service is a leading provider of marine services and project solutions for offshore energy sectors, and part of the A.P. Moller Group. With a large fleet of anchor handling and subsea support vessels, the company specialises in towing, mooring, and installing floating units. MSS employs around 1,400 offshore and 260 onshore staff. Headquartered in Lyngby, Denmark.
About DOF Group
With a multi-national workforce of about 4,200 personnel, the DOF Group 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 centres and business units are in Norway, the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.
Invitation to conference calls for investors
The acquisition is presented in closer detail by Svein Harald Øygard, Chair of the Board, Mons. S Aase, CEO and Hilde Drønen, CFO, in two identical presentation webcasts held in English for investors and the press (with option to ask questions at both presentations):
i. 08:00 (CEST) tomorrow, Wednesday 3 July 2024, and
ii. 15:00 (CEST) tomorrow, Wednesday 3 July 2024
To follow the presentation webcasts, please use the following links:
i. 08:00 (CEST): https://channel.royalcast.com/landingpage/hegnarmedia/20240703_3/
ii. 15:00 (CEST ):https://channel.royalcast.com/landingpage/hegnarmedia/20240703_2/
Invitation to physical lunch presentation for investors
The acquisition will also be presented in closer detail by Svein Harald Øygard, Chair of the Board, Mons S. Aase, CEO and Hilde Drønen, CFO, in a physical lunch presentation held in Norwegian for investors at:
o Time: 13:00(CEST)
o Date: Wednesday3 July 2024
o Location: Carnegie AS’ offices in Oslo (Fjordalléen 16, 0250 Oslo, 5th floor)
Advisors
Carnegie AS is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal advisor to DOF in connection with the acquisition.
For additional information, please contact
Mons S. Aase,CEO, Tel: +47 91 66 10 12
Hilde Drønen, CFO, Tel: + 47 91 66 10 09
This release contains information considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The release was published by Hilde Drønen, CFO of DOF Group ASA, on 2 July 2024 at the time set out above.
Important information:
The release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in 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.
The release and any materials distributed together or in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements
DOF has signed an LOI (Letter of Intent) for a 2-year firm and 1-year optional contract from an undisclosed energy company. The contract is defined as Very Large, excluding optional period and additional services.
DOF shall under the contract utilise Skandi Seven. Startup shall be Q4, 2024, and is planned in direct continuation from ongoing contract.
In addition to vessel services, DOF shall deliver a full suite of project management, engineering, and logistical services.
Mons S. Aase commented: “We are very pleased with another award from a very important energy company. With Skandi Seven, we recently reached another milestone delivering more than three million manhours without any LTI’s (lost time injury) while conducting FSV duties. I’m enthusiastic about this award, which will utilise our experience in conducting advanced subsea operations”.
Preparations for the contract have already started from our integrated marine operations team located in Bergen, Norway.
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
DOF Group defines a Very Large Contract as a contract with value between USD 100 million to USD 200 million.
We are pleased to announce Petrobras has awarded DOF two long-term contracts: a Major Contract for the Pipelay Support Vessel (PLSV) Skandi Niterói, and a Very Large Contract for the Anchor Handling Support vessel (AHTS) Skandi Botafogo.
The Brazilian built and flagged PLSV Skandi Niterói is awarded a 3-year firm plus option contract commencing in 2025. The vessel is owned by DOFCON Navegação Ltda., a joint venture between DOF Subsea (50%) and TechnipFMC (50%).
The Brazilian built and flagged AHTS Skandi Botafogo (181t BP), that is currently contracted by Petrobras until 1Q 2025, is awarded a 4-year firm plus 1-year option contract commencing in 2025 in sequence to the current contract. Prior to commencement, the vessel will have a Work Class ROV rated 3,000m installed on board delivering an AHTS 180t BP + ROV for the same tender as Skandi Amazonas and Skandi Rio.
Mons S. Aase, CEO DOF Group ASA, said, “We are thrilled to announce both another award for our PLSV fleet in Brazil and the AHTS contract, which builds backlog into the 2nd quarter of 2029. These long-term awards demonstrate our unique position in Brazil.”
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
DOF Group defines a Major Contract as a contract with value between USD 200 million to USD 300 million and defines a Very Large Contract between USD 100 million to USD 200 million.
With reference to the press release published via OTC on 11.06.2024: OTC newsfeed (URL)
Supplemental materials:
>>> DOF Installer ASA Notice of the Annual General Meeting (PDF)
>>> DOF Installer ASA Annual Report 2023 (PDF)
>>> Vedtekter DOF Installer ASA per 25 Mai 2011 (PDF)
>>> Utkast vedtekter DOF Installer ASA for beslutning i generalforsamling 27. juni 2024 (PDF)
Supporting link:
Link for registration and powers of attorney:
>>> Registration is closed and the link has been removed.
DOF has been awarded a Very Large contract by Equinor for the delivery of Inspection, Maintenance and Repair (IMR) services for a duration up to 3 years firm + 3 annual options.
The work includes subsea operations covering IMR activities throughout Equinor's assets on the Norwegian Continental Shelf. DOF shall also deliver its full suite of project management, engineering, procurement and logistical solutions.
DOF shall deploy the purpose-built IMR vessel M/V REM Inspector, which shall be equipped with DOF's MHS (Module Handling System) and 3 ROVs (Remotely Operated Vehicle). Offshore startup is tentatively planned to April 2025.
Mons S. Aase stated: “We are extremely proud to have secured a contract from Equinor to provide IMR activities. This is a substantial and important contract win for DOF, and a testament to the expertise, experience and capability of our team. We look forward to contributing to the success of Equinor, and working together in the years to come”.
Project preparations have already started, and DOF shall run the project from its Bergen, Norway office.
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
DOF Group defines a Very Large Contract as a contract with value between USD 100 million to USD 200 million.
DOF is pleased to announce, as part of an ongoing tender process, an awarded Major Contract by Petrobras for the pipelay support vessel (PLSV) Skandi Vitória with a 3-year firm plus option contract commencing in 2025.
The vessel is Brazilian-built and flagged and owned by DOFCON Navegação Ltda., a joint venture between DOF Subsea (50%) and TechnipFMC (50%).
Mons S. Aase, CEO DOF Group ASA, said, “We are pleased to announce this award under the ongoing PLSV tender and continue the discussion with Petrobras on the ongoing PLSV tender.”
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
DOF Group defines a Major Contract as a contract with value between USD 200 million to USD 300 million.
The annual general meeting (AGM) of DOF Group ASA was held today as a digital meeting with online participation. All proposals on the agenda were adopted, cf. the notice of the AGM that was published on 2 May 2024.
The AGM elected five board members. Svein Harald Øygard was re-elected as chair of the board, Harald Lauritz Thorstein, Daniela Maia Ribeiro Fernandez Davila and Christine J. Brennet were re-elected as board members, and Adrian Geelmuyden was elected as a new board member. The election and re-elections are for the period until the annual general meeting in 2025. The board of DOF Group ASA thus consists of the following persons:
- Svein Harald Øygard (chair of the board)
- Harald Lauritz Thorstein
- Daniela Davila
- Christine J. Brennet
- Adrian Geelmuyden
The complete minutes of the annual general meeting are attached to this release and are also available on www.dof.com
For further information, please contact:
Mons S. Aase, CEO, DOF Group ASA
Phone: + 47 91 66 10 12
E-mail: mons.aase@dof.com
Hilde Drønen, CFO, DOF Group ASA
Phone: + 47 91 66 10 09
E-mail: hilde.dronen@dof.com
Related:
>>> All AGM related materials can be found here: www.dof.com/shareholder-information/agm
In connection with the annual general meeting of DOF Group ASA (the "Company") to be held on 23rd of May 2024, Svein Harald Øygard, in his capacity as chair of the board of directors of the Company, has received proxies without voting instructions for 9 000 885 shares, representing 5.10 % of the total number of shares and votes in the Company. The proxies received include 684,783 shares, representing 0.38765 % of the total number of shares in the Company, held by Energy Investors AS, a close associate of Svein Harald Øygard. The proxies are only valid for the annual general meeting on 23rd of May 2024.
The reporting currency has been changed from NOK to USD from 1st of January 2024.
The Group's revenue for 1st quarter(management reporting) totals USD 330 million (USD 295 million) and EBITDAtotals USD 114 million (USD 104 million). The operating profit (EBIT) is USD 70million (USD 69 million). Net financial costs amount to USD -52 million (USD-44 million) including unrealised currency loss of USD -26 million (USD -6million). The result after taxes is USD 6 million (USD -1 million). The Group’snet interest-bearing debt is USD 1,358 million (USD 1,466 million). The equityis USD 1,029 million (USD 592 million) giving an equity ratio of 34% (22%).
Key highlights in 1st quarter:
- Average utilisation ofthe owned fleet 87% (91%).
- Good performance in allthe regions.
- Two PSVs have been sold;Skandi Captain (built 2004) delivered in March and Skandi Gamma (built 2009)delivered in April.
- The total current fleetincludes 57 vessels (incl. 13 vessels on management or hired in):
-- 16 AHTSs, 10 PSVs and 31 Subsea vessels.
- DOF has been ranked with the 2ndhighest score in the Petrobras PEOTRAM 2023 audit.
- The order intake in 1stquarter was USD 188 million.
- The firm backlog by end March is USD1,852 million (USD 2,109 million) and order intake after balance date is approx. USD 250 million.
Note: all number above are based on management reporting
Statement from the CEO, Mons S. Aase: “We deliver another solid quarter despite a normal low season in certain regions. The Group has been awarded several contracts particularly for the AHTS and subsea fleet. The tender activity has continued to be high, hence, expect the backlog to continue to grow for the remainder of the year. The current contract coverage for the Group is 88% for 2024 and 61% for 2025 which gives good visibility on the earnings the next 18 to 24 months. The repair of Skandi Buzios is going according to plan and the vessel will be on route to Brazil during 2nd quarter. The recently published Integrated Annual Report for 2023confirms the Group’s commitment to continue having sustainable operations and reduce the CO2 emissions from the fleet going forward. The EBITDA guiding for2024 is adjusted from USD 470 -520 million to USD 490-520 million”.
Please see enclosed 1st quarter Financial Report 2024.
>>> DOF Group ASA Financial Report Q1 2024 (PDF)
A webcast, followed by a Q&A session, will be available Wednesday, 15th of May at 08:30 on www.dof.com/webcast
A conference call will be arranged at 15:00, and for those who want to attend please use the following link: https://channel.royalcast.com/landingpage/hegnarmedia/20240515_22/
For further information, please contact:
Mons S. Aase, CEO, DOF Group ASA
Phone: + 47 91 66 10 12
E-mail: mons.aase@dof.com
Hilde Drønen, CFO, DOF Group ASA
Phone: + 47 91 66 10 09
E-mail: hilde.dronen@dof.com
