NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 20 December 2022: Reference is made to previous stock exchange notices relating to the proposed amendments as announced by Norwegian Energy Company ASA (“Noreco” or the “Company”) on 8 November 2022 (the “NOR13 Amendments”) to the Company's outstanding USD 165,229,319 2019/2027 convertible bond loan with ISIN NO0010851520 issued by Noreco (“NOR13”).
The NOR13 Ruling withdrawn
Reference is also made to the temporary injunction issued by the Oslo District Court announced by the Company on 29 November 2022, which prevented Noreco from implementing the NOR13 Amendments (the “Ruling”). As announced on 16 December 2022, the minority NOR13 bondholders claiming the Ruling in the first place have requested the Oslo District Court to withdraw the Ruling.
Oslo District Court has now confirmed that the temporary injunction is withdrawn and the Ruling is no longer in effect (in NW: “hevet”).
NOR15 Exchange Offer continues as planned
Further to the Ruling, Noreco announced on 7 December 2022 to launch an exchange offer for NOR13 bondholders to exchange their bonds into a new convertible bond (“NOR15) at certain terms and conditions as described in the aforementioned announcement (the “Exchange Offer”). The Exchange Offer will continue as planned, and the Company has currently received acceptances from bondholders holding more than 2/3 of NOR13 bonds under the Exchange Offer.
The deadline for accepting the Exchange Offer is 21 December 2022 at 16:00 CET (subject to any extension of this Exchange Offer acceptance period by the Company). See the announcement made by Noreco on 7 December 2022 regarding how the Exchange Offer may be accepted.
Subject only to the conditions set out under the terms of the Exchange Offer being fulfilled, the new NOR15 bonds are expected to be issued on or about 30 December 2022.
Noreco intends to apply for listing of the NOR15 bonds on Oslo Børs, subject to Oslo Børs approving such listing and subject to the Norwegian Financial Supervisory Authority approving a prospectus to be prepared by the Company in connection with such listing.
New timeline for the NOR13 Amendments
The Company announced on 21 November 2022 a contemplated timelime relating to the implementation of the NOR13 Amendments. Due to the Ruling, the Company was however not able to comply with this timeline, as previously announced.
As a result of the Ruling no longer being in effect, Noreco has now set a revised timeline of important dates and deadlines in connection with the implementation of the NOR13 Amendments.
Unless otherwise exchanged into NOR15 bonds pursuant to the Exchange Offer or converted into new shares in Noreco, the NOR13 Amendments will be implemented for any remaining NOR13 bonds. Following these amendments, NOR13 and NOR15 will, other than having separate ISIN numbers, be similar instruments. The timetable for key dates relating to the NOR13 Amendments is outlined below:
12 January 2023:
- NOR13 Effective Time Notice Date: This is the latest date for exercising the conversion right prior to implementation of the NOR13 Amendments. All NOR13 bondholders who would like to convert their NOR13 bonds including accrued interest into shares in the Company at the existing terms prior to the NOR13 Amendments being implemented, must ensure that the conversion notice is delivered to the paying and conversion agent (by following the procedure set out in Clause 12 of the Bond Terms) by 16:30 Oslo time on 12 January 2022. Conditional conversion notices already sent to the paying and conversion agent will remain in escrow with the paying and conversion agent unless explicitly revoked and will be deemed received on the Effective Time Notice Date.
19 January 2023:
- NOR13 Effective Time: the NOR13 Amendments will enter into force as of 19 January 2023.
- Record Date for the Compensation Bonds: the NOR13 compensation bonds (as described in Noreco’s announcement on 8 November 2022 (the “NOR13 Compensation Bonds”) will be issued to registered NOR13 bondholders in the CSD as of 19 January 2023.
26 January 2022:
- NOR13 Compensation Bonds Issue Date: the NOR13 Compensation Bonds are expected to be issued on or about 26 January 2022.
- NOR13 Conversion Date: issuance of new Noreco shares for those NOR13 bondholders who have decided to convert their NOR13 bonds into shares in Noreco in accordance with the timeline above is expected to happen on or about 26 January 2022.
The NOR13 Compensation Bonds shall be sought to be listed on Oslo Børs, subject to approval by Oslo Børs and approval by the Norwegian Financial Supervisory Authority of a prospectus for any such listing. The NOR13 Compensation Bonds shall be put on a separate ISIN until such prospectus has been approved and published.
This information is subject to the disclosure requirements pursuant to Section 5 -12 the Norwegian Securities Trading Act.
Cathrine Torgersen, EVP Investor Relations & ESG
Phone: + 47 915 28 501
The contents of this announcement have been prepared by, and are the sole responsibility of, the Company. The Company's joint lead 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 securities transactions, the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other information in connection with the securities transactions may be restricted by law in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions. 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 announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The securities transactions have not been made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful. This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any such offer or solicitation to such person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the securities transactions in any jurisdiction in which such steps would be required.
Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of the Company or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.
This announcement is not for publication or distribution, directly or indirectly, in the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form part of any offer or solicitation to purchase or subscribe for securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration.
The shares and bonds of the Company nor the shares or bonds issued in the securities transactions have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account of, U.S. persons (as such term is defined in Regulation S under the US Securities Act), except pursuant to an effective registration statement under, or an exemption from the registration requirements of, the US Securities Act.
All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act. There will be no public offer of securities in the United States.
This announcement does not constitute an offering circular or prospectus in connection with an offering of securities of the Company. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the investor material made available by the Company only to qualified persons in certain jurisdictions where an offer may be made. This announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.
This document contains forward-looking statements. All statements other than statements of historical fact included in this information are forward-looking statements. Forward-looking statements are current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target," "believe," "expect," "aim," "intend," "may," "anticipate," "estimate," "plan," "project," "will," "can have," "likely," "should," "would," "could" and other words and terms of similar meaning or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the Company's actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which it will operate in the future.