Noreco: Temporary injunction relating to the proposed amendments to the NOR13 bond issue - relevance for extraordinary general meeting to be held on 30 November 2022

29 Nov 2022 09:54 CET

Oslo, 29 November 2022: Reference is made to the stock exchange announcement on
8 November 2022 where Norwegian Energy Company ASA ("Noreco" or the "Company")
announced summons for a written resolution with proposed amendments
("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"). The Amendments were resolved by written resolution according to
the voting requirements of the NOR13 bond terms, as announced on 8 November
2022.

Noreco has received a temporary injunction from the Oslo district court (Oslo
tingrett) that restricts Noreco and Nordic Trustee AS from implementing the
Amendments (the "Ruling"). The Ruling has been issued following a claim from two
minority NOR13 bondholders, Astaris Special Situations Master Fund Limited
("Astaris") and Gertjan Koomen, that the written resolution of 8th November is
invalid as the Amendments represent a transfer of value from NOR13 bondholders
to Noreco's equity shareholders.

Noreco views these claims as baseless and without merit. The Company undertook a
robust process to ensure the Amendments were fair to both NOR13 bondholders and
the Company's shareholders, a position that is supported by an independent
fairness opinion that was obtained by Noreco in connection to the Amendments.

Neither Noreco nor Nordic Trustee were summoned by Oslo tingrett in connection
with the Ruling, and it was consequently issued solely based on the unilateral
arguments of Astaris and Gertjan Koomen. Noreco will immediately engage with
Oslo tingrett and seek to have the Ruling lifted at the earliest opportunity.


Noreco intends to hold as planned the extraordinary general meeting ("EGM") that
has been convened for shareholders to approve the Amendments on 30 November 2022
at 12:00 Oslo time.  As a result of the Ruling, a clause will be included in the
EGM resolution that the effectiveness of such is conditional on both the board
of directors of Noreco making the resolution effective and Nordic Trustee
entering into the amendment agreement and subscribing to the compensation bonds
in accordance with the resolution passed by the EGM as outlined below.

As a result, the Amendments will not become effective until the Ruling has been
lifted, including 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 who have provided the paying
agent with conversion notices conditional upon the EGM being held, 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 to 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.

The existing bond terms for NOR13 apply until and subject to the Amendments
becoming effective.

Contact:
Cathrine Torgersen, EVP Investor Relations & ESG
Email: ct@noreco.com
Phone: + 47 915 28 501

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. The stock exchange
announcement was published by Cathrine Torgersen, Executive Vice President
Investor Relations & ESG, Norwegian Energy Company ASA, at the date and time as
set out above.

***

About Norwegian Energy Company ASA
Noreco is a publicly owned company with focus on the oil, gas and offshore
industry. The Company's shares are listed on the Oslo Stock Exchange (ticker
NOR). For further information, please visit: www.noreco.com.

More information:
Access the news on Oslo Bors NewsWeb site