DOF ASA: Petition for Reconstruction

02 Dec 2022 10:47 CET

Reference is made to DOF ASA's (the "Company" or "DOF" and together with its
subsidiaries the "Group") previous announcements on 22 June 2022 and 13 October
2022 regarding the financial restructuring process, and the announcement on 11
November 2022 regarding the voting result at the extraordinary general meeting
held the same day ("EGM").
As a result of the failure to obtain approval of the proposed restructuring at
the EGM and pursuant to the Group's obligations under the agreement with a
substantial group of financial creditors and certain other stakeholders (the
"Restructuring Agreement") on a comprehensive financial restructuring (the
"Restructuring"), DOF will today petition for reconstruction proceedings with
Hordaland district court (the "Reconstruction").
As previously communicated by the Company, the financial creditors of the Group
have made it clear (i) that there is no room for the shareholders to negotiate a
more favorable solution than the proposal that was presented to the EGM on 11
November 2022 whereby the shareholders was offered 4% of the share capital
following the Restructuring and (ii) that the shareholders will not be offered
more than 1% of the share capital following the Restructuring as part of the
Reconstruction, unless otherwise agreed by the financial creditors.
The board of directors is of the view that there is no other available solution
that ensures the continued operations in the Group than the agreed
Restructuring. It has also been made clear by the Group's financial creditors
that implementation of the Restructuring must take place in accordance with the
Restructuring Agreement. According to the terms of the Restructuring Agreement,
DOF is in the current situation obliged to procure that the Reconstruction
proceedings are opened. This is further substantiated by a letter from the
creditors requesting Reconstruction to be opened promptly.
The Board has also been in dialogue with the appointed advisor of the minority
shareholders in order to provide the requested documentation. The Board has not
received information which indicates that the minority shareholders have any
viable alternative solution to the Restructuring.
In preparation of the Reconstruction, and in order to secure the continued
operations in the rest of the Group irrespective of the outcome of the
Restructuring in the Company, the Company has transferred the majority of its
business, assets and contractual liabilities to its wholly owned subsidiary DOF
Services AS. The employees of the Company have, in accordance with the
Restructuring Agreement, been transferred to the Company’s wholly owned
subsidiary DOF AS together with related third-party agreements necessary to
operate the Group. The Group's operations are therefore expected to continue as
normal both throughout the Reconstruction process and in the event of a
subsequent bankruptcy in the Company. As previously communicated, creditors and
contract parties other than the financial creditors party to the Restructuring
will not be affected by the Restructuring.
In light of continuous speculations among the minority shareholders of DOF
questioning the principle of equal treatment of all the shareholders of the
Company, and despite previous announcements confirming the same, the Company see
once more the need to reiterate that the Restructuring proposal that was
presented to the EGM provided for equal treatment of all the shareholders of the
Company. The main shareholder in DOF has also confirmed that there is no
agreement or arrangement regarding preferential treatment of the main
shareholder compared to other shareholders irrespective of how the Restructuring
is implemented.

For further information, please contact:
Chairman of the Board Hans Olav Lindal, tel. + 47 958 39 562

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 Hilde Drønen, CFO, DOF ASA.

With a multi-national workforce of about 3,800 personnel, DOF ASA is an
international group of companies which owns and operates a fleet of modern
offshore/subsea vessels, and engineering capacity to service both the offshore
and subsea market. With over 40 years in the offshore business, the group has a
strong position in terms of experience, innovation, product range, technology
and capacity. DOF's core businesses are vessel ownership, vessel management,
project management, engineering, vessel operations, survey, remote intervention
and diving operations primarily for the oil and gas sector. From PSV charter to
Subsea engineering, DOF offers a full spectrum of top-quality offshore services
to facilitate an ever-growing and demanding industry.
The company's main operation centers and business units are located in Norway,
the UK, the USA, Singapore, Brazil, Argentina, Canada, Angola, and Australia.
DOF ASA is listed on the Oslo Exchange since 1997.

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