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, 7 December 2022: Reference is made to the stock exchange notice published on 8 November 2022 where Norwegian Energy Company ASA ("Noreco" or the "Company") announced that the requisite bondholders had resolved and approved the contemplated amendments as described therein (“Amendments”) to the Company's outstanding USD 165,229,319 2019/2027 convertible bond loan with ISIN NO0010851520 issued by Noreco and listed on Oslo Børs ("NOR13").
Reference is also made to the stock exchange notice published by Noreco on 29 November 2022 where Noreco announced that it had received a temporary injunction from the Oslo district court (Nw. Oslo tingrett) that restricts Noreco and Nordic Trustee AS from implementing the Amendments to the Bond Terms for NOR13 (the “Ruling”) following a claim from minority bondholders Gertjan Koomen and Astaris Special Situations Master Fund Limited in NOR13. As previously announced, the Company is of the view that the claims are baseless and without merit. Noreco continues to be focused on ensuring its capital structure is at all times set for current and future priorities, this includes being reflective of the Company’s intention to contribute to energy security in Europe at the same time as value is created for all its stakeholders.
New NOR15 bonds
Noreco proposes to issue a new subordinated convertible bond (“NOR15”) on the terms and conditions as per the attached bond terms (“NOR15 Bond Terms”). The NOR15 Bond Terms are similar to the proposed Amendments to the NOR13 bonds that were attached to the original summons, except that inter alia a tap issue mechanism has been included. NOR15 bonds are proposed to be issued through an exchange offer (the “Exchange Offer”) whereby existing bondholders in NOR13 may exchange NOR13 bonds for new NOR15 bonds at a certain ratio consistent with that originally proposed for compensation bonds in the original summons, and a maximum total principal amount of USD 226,578,965.
More than 2/3 of the NOR13 bonds have pre-accepted to exchange their NOR13 bonds into NOR15 bonds, subject to completion of the conditions for issuing NOR15.
Pursuant to the Exchange Offer:
(i) The Company will offer all existing bondholders in NOR13 to exchange their bonds in NOR13 for new bonds in the proposed new NOR15 whereby 1 NOR13 bond entitles 1.3713 NOR15 bonds.
(ii) Accrued and unpaid interest for NOR13 bonds exchanged to NOR15 bonds will be compensated in full on the first interest payment date (in January 2023) 1:1 by the issuance of bonds in NOR15.
(iii) The issue date for NOR15 bonds is expected to be 30 December 2022, subject to fulfilment of certain conditions for completion.
(iv) The Exchange Offer can only be accepted in the period from 7 December 2022 until 21 December 2022 at 16:00 Oslo time (subject to any extension of this Exchange Offer acceptance period by the Company).
(v) The Exchange Offer can only be accepted by NOR13 bondholders completing an Exchange Offer acceptance form and submit such completed form so that it is received by Arctic Securities AS or Pareto Securities AS within the above-mentioned Exchange Offer acceptance period.
NOR13 bondholders wanting to accept the Exchange Offer are encouraged to contact Arctic Securities AS or Pareto Securities AS.
Completion of the Exchange Offer and issue of NOR15 bonds are subject to, inter alia, approval by a shareholders' meeting in Noreco.
The board of directors of Noreco therefore calls for an extraordinary general meeting to be held on 28 December 2022 (“EGM”), for shareholders to approve the issue of NOR15 and the NOR15 Bond Terms. Please refer to the separate stock exchange notice to be published today on the Company’s ticker “NOR” for further information about the EGM.
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. For further information relating to NOR15, please refer to the appendix to this stock exchange notice.
Existing NOR13 bonds
As announced on 29 November 2022, and due to the Ruling, the Amendments under NOR13 will not become effective until the Ruling has been lifted. This means that the compensation bonds will not be issued and the timeline, record dates and settlement mechanics related to the Amendments as included in the stock exchange announcement by Noreco on 21 November 2022 will not apply until further notice. The bondholders under NOR13 who have provided the paying agent with conversion notices conditional upon the EGM resolving the Amendments, will (unless such conversion notices are revoked by the relevant bondholder) retain their conditional conversion notices in escrow with the paying agent pending the conditions in the EGM resolution being lifted and the resolution thereby becoming effective. A new timeline for announcing the effective time will in such event be provided in due course. For the sake of good order, NOR13 bondholders who have delivered a conditional conversion notice but instead choose to subscribe for NOR15 bonds pursuant to the Exchange Offer, will have to explicitly revoke such conditional conversion notices under NOR13 when tendering NOR13 bonds in exchange of NOR15 bonds.
The existing bond terms for NOR13 apply until and subject to the Amendments becoming effective after the Ruling is lifted. All NOR13 bondholders are advised that due to appeal possibilities, a certain timeline for a final outcome of the pending court case cannot be provided at this point in time.
Arctic Securities AS and Pareto Securities AS are assisting the Company as joint financial advisors (the “Managers”). Advokatfirmaet BAHR AS acts as the Company’s legal counsel. Advokatfirmaet Thommessen AS acts as legal counsel to the Managers. Advokatfirmaet Wiersholm AS acts as legal counsel to Nordic Trustee AS.
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 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.