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, 22 December 2022: Reference is made to the stock exchange notices published on 7 and 20 December 2022 where Norwegian Energy Company ASA ("Noreco" or the "Company") announced the contemplated new bond issuance in the maximum amount of USD 250,000,000 of new subordinated convertible bonds with ISIN NO 0012780867 (“NOR15”) through an exchange offer (the “Exchange Offer”) directed towards existing bondholders in the Company’s outstanding USD 165,229,319 2019/2027 convertible bond loan with ISIN NO 0010851520 (“NOR13”).
As indicated in the said stock exchange notice, the Exchange Offer period ended yesterday on 21 December at 16:00 Oslo time.
Arctic Securities AS and Pareto Securities AS have received completed Exchange Offer forms representing 79.1% acceptance from the existing NOR13 bondholders of the Exchange Offer.
Issuance of the NOR15 bonds in the Exchange Offer will be subject to approval of the extraordinary general meeting (“EGM”) in Noreco, which is expected to be held on 28 December 2022. The NOR15 bonds are expected to be issued on or about 30 December 2022 to the NOR13 bondholders who has accepted the Exchange Offer.
Subject to completion of the conditions for the Exchange Offer, including the EGM approval, the Company shall issue 179,213,251 new NOR15 bonds, each with a nominal value of USD 1. The NOR13 bonds which will be received by the Company from the NOR13 bondholders who have accepted the Exchange Offer will be delivered to the Company and will be held by the Company in treasury.
The NOR15 bonds are expected to 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.
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.