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Oslo, 10 March 2015 - DNO ASA (OSE ticker code "DNO", the "Company"), the Norwegian oil and gas operator, announced today the successful completion of an equity share offering (the "Offering") in line with its 9 March 2015 announcement regarding the contemplated NOK 975 million offering of new shares and treasury shares.
Through the Offering, which was more than three times oversubscribed, the Company raised NOK 975 million in gross proceeds from the allocation of 73,584,906 shares at an offer price of NOK 13.25 per share, comprising 60,534,906 new shares. In addition to new shares, all of the Company's 13,050,000 treasury shares were allocated in the Offering. The treasury shares were previously acquired by the Company from the market at an average price of approximately NOK 8.10 per share.
The 60,534,906 new shares will be issued pursuant to an authorization granted to the Company's Board of Directors by the Annual General Meeting held on 5 June 2014. Following the registration of the share capital increase pertaining to the new shares, the share capital of the Company will be NOK 270,953,540 comprising 1,083,814,161 shares, each with a par value of NOK 0.25.
Pareto Securities AS and DNB Markets, a part of DNB Bank ASA, acted as Lead Managers and Bookrunners, and ABG Sundal Collier Norge acted as Lead Manager to advise on and assist with the Offering.
The Bookrunners, DNO and DNO's largest shareholder, RAK Petroleum Holdings B.V., have entered into a share lending agreement in order to facilitate delivery of the new shares allocated in the Offering on a delivery versus payment basis. As a result, the shares allocated in the Offering will be settled with existing and unencumbered company shares already listed on the Oslo Stock Exchange and will be tradable immediately after allocation. Settlement of the shares will take place on 12 March 2015. In order to deliver the new shares to investors allocated shares in the Offering, the Company's Board of Directors resolved to waive the existing shareholders' pre-emptive right to subscribe for the new shares.
Subject to completion of the Offering, the Board of Directors intends to carry out a subsequent repair offering expected to be in the amount of approximately NOK 55 million. In the repair offering, the Company's shareholders as of 9 March 2015, as registered in the VPS on 11 March 2015, who did not participate in the Offering, who hold less than 900,000 shares and who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action, will be granted non-transferrable preferential rights to subscribe for, and upon subscription, be allocated new shares at the same price as in the Offering. The Company's Board of Directors assessed the Offering in light of the equal treatment requirement, balanced the considerations that speak for and against carrying out the Offering and concluded that the completion of the Offering in combination with a subsequent repair offering provide a financing solution which is in the common interest of the Company and its shareholders.
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This announcement is not and does not form a part of any offer for sale of securities.
This notice is not for distribution to United States news services or for dissemination in the United States, Canada, Japan, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa or Australia or elsewhere where such dissemination would be unlawful or would require registration or other measures.
This announcement may not be used for, or in connection with, and does not constitute, any offer to sell, or an invitation to purchase, any securities. The Offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. 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.
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication 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.
The contents of this announcement have been prepared by and are the sole responsibility of the Company. Pareto Securities, DNB Markets, a part of DNB Bank ASA, and ABG Sundal Collier Norge 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 contemplated Offering and the contents of this announcement or any of the matters referred to herein.
The distribution of this announcement and other information in connection with the Offering 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.
DNO ASA is an Oslo-listed, Middle East and North Africa focused oil and gas company holding stakes in 20 blocks in various stages of exploration, development and production both onshore and offshore in the Kurdistan Region of Iraq, the Republic of Yemen, the Sultanate of Oman, the United Arab Emirates, the Tunisian Republic and Somaliland.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.