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,
Norway, Dec. 27, 2022 /PRNewswire/ --
Reference is made to the stock exchange notice published on
22 December 2022 where Norwegian
Energy Company ASA ("Noreco" or the "Company") announced the
acceptance level for 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").
Further, reference is made to the stock exchange notice
published on 22 December 2022 where
the Company announced that it will accept acceptances of the
Exchange Offer until 27 December 2022
at 12:00 Oslo time.
Arctic Securities AS and Pareto Securities AS have received
completed Exchange Offer forms representing 91.6% 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 207,641,201 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.
***
Contact:
Cathrine Torgersen, EVP Investor
Relations & ESG
Email: ct@noreco.com
Phone: + 47 915 28 501
IMPORTANT INFORMATION
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.
View original
content:https://www.prnewswire.co.uk/news-releases/noreco-nor15-exchange-offer--acceptance-level-after-further-acceptances-301710213.html
