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Noreco raises NOK 400 million in a private placement


October 1, 2012 - London

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES


Stavanger, 1 October 2012


Reference is made to stock exchange announcement from Norwegian Energy Company ASA ("Noreco" or the "Company", ticker "NOR") dated 28 September 2012 regarding the contemplated private placement of shares in the Company. The Company hereby announces that it has raised NOK 400 million in gross proceeds through a private placement of 108,108,108 new shares, each with a par value of NOK 3.10 at a price of NOK 3.70 per share (the "Private Placement").


The Private Placement took place through an accelerated bookbuilding process and was managed by DNB Markets, Pareto Securities and SEB Enskilda as joint lead managers and joint bookrunners (collectively referred to as the "Joint Bookrunners") and SR-Markets as co-lead manager. The Private Placement, which represents approximately 44 percent of the current outstanding share capital, was oversubscribed at the subscription price and was supported by certain existing shareholders, as well as new institutional investors.


The net proceeds to the Company from the Private Placement will be used to fund exploration, refinance part of bond NOR03, and for strengthening of the balance sheet and general corporate purposes.


Notification of allotment and payment instructions for the Private Placement will be sent to the applicants on or about 1 October 2012 through a notification to be issued by the Joint Bookrunners.

 

The completion of the Private Placement is conditional upon the following conditions being satisfied:


  • all necessary corporate resolutions being validly made, including without limitation approval by the Extraordinary General Meeting of the Company expected to be held on or about 23 October 2012;
     
  • the Company successfully raising NOK 300 million in new debt through issue of a new contemplated bond loan with maturity December 2013;
     
  • the bondholders' meetings of the holders of the bonds NOR04, NOR05, NOR06 and NOR07 approving waivers of certain financial covenants as requested by the Company.

Payment for the allocated shares is expected to take place on or about 24 October 2012. The shares to be issued are expected to be delivered to investors and be tradable on or about 25 October 2012. In the event that the prospectus for listing of the new shares in the Private Placement is not approved by the Norwegian Financial Supervisory Authority and published upon issuance of the new shares, the new shares will be assigned a separate securities number (ISIN) and pending approval and publication of such prospectus not be listed or tradable on Oslo Børs. The prospectus is expected to be published as soon as it is approved by the Norwegian Financial Supervisory Authority.


Subject to completion of the Private Placement and theregistrationofthesharecapital increase pertaining thereto withtheNorwegianRegisterof Business Enterprises, the Companywill havean issuedshare capitalof NOK 1,091,048,168.20 divided into 351,951,022 shares, each with a nominal value of NOK 3.10.


The Board of Directors further proposes to conduct a subsequent offering of up to 18,918,918 new shares at NOK 3.70 per share raising gross proceeds of up to NOK 70 million (the "Subsequent Offering"). The Company's shareholders as of 28 September 2012 (as documented by the shareholder register in the VPS as of 3 October 2012), and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, will receive non-transferable subscription rights based on their shareholding as of that date. Over-subscription will not be allowed. Shareholders holding 400,000 shares or more as of 28 September 2012 and shareholders allocated shares in the Private Placement will not receive subscription rights and will not be eligible to participate in the Subsequent Offering. Funds which are under management by the same company, group of companies, fund manager(s) or similar will be treated as one shareholder when applying these limitations. The shares in the Company will trade excluding the right to participate in the Subsequent Offering from today, 1 October 2012.


The Company's main shareholders IKM Industri-Invest AS and Lyse Energi AS (both represented on the Noreco Board of Directors) were allocated 10,810,811 shares and 4,054,054 shares in the Private Placement respectively. After the completion of the Private Placement IKM Industri-Invest AS and Lyse Energi AS will hold respectively 34,484,809 shares and 27,701,514 shares in the Company, equivalent to 9.8 percent and 7.9 percent of the share capital respectively.




Contacts:


Einar Gjelsvik, CEO (+47 992 83 856)       
Kjetil Bakken, VP Investor Relations (+47 91 889 889)




****


This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold in the United States absent registration or an exemption from registration as provided in the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the Australia, Canada, Japan or the United States.

 

Certain statements contained herein that are not statements of historical fact, may constitute forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results or events concerning the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Although Noreco has attempted to identify important factors that could cause actual events or results to differ from those described in forward-looking statements contained herein, there can be no assurance that the forward-looking statements will prove to be accurate as actual future events could differ materially from those anticipated in such statements. Except as may be required by applicable law or stock exchange regulation, Noreco undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

 

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.




This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: NORECO via Thomson Reuters ONE

HUG#1645122

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