Noreco: NOR15 Exchange Offer - Acceptance Level After Further Acceptances

27 Dec 2022 12:39 CET

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, 27 December 2022: 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.

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.

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