TIDM0MHP TIDMFPM
RNS Number : 9798M
DNO ASA
14 January 2019
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction
FOR IMMEDIATE RELEASE
14 January 2019
OFFER BY DNO FOR FAROE NOW UNCONDITIONAL IN ALL RESPECTS,
INTENTION TO DE-LIST FROM AIM
Oslo, 14 January 2019 - DNO ASA ("DNO"), the Norwegian oil and
gas operator, is pleased to announce that, following the settlement
of the market purchases of Faroe Shares that DNO made on 9 January
2019, the Final Offer became unconditional in all respects on 11
January 2019. As anticipated in the Final Offer Document, if it
acquires over 75 percent of the issued share capital of Faroe, DNO
intends to initiate the process for the cancellation of trading in
Faroe securities on AIM.
DNO announced its final cash offer for the entire issued and to
be issued share capital of Faroe Petroleum plc ("Faroe") at 160
pence in cash for each Faroe Share (the "Final Offer") on 8 January
2019 and published the final offer document on same day (the "Final
Offer Document"). On 9 January 2019, Faroe announced the Faroe
Board's recommendation of the Final Offer.
On 11 January 2019, Faroe announced the vesting of management
and employee share options and awards under the Faroe Share Schemes
which increased the ordinary issued share capital of Faroe to
395,942,468 Faroe Shares from 372,889,693 Faroe Shares in issue (an
increase of 6.18 percent). Accordingly, DNO has calculated its
ownership of Faroe Shares, and acceptances of its Final Offer, as
set out in this announcement, based upon the increased share
capital, which is now fully diluted.
On 11 January 2019, Faroe also announced that the three
Executive Directors have given three months' notice of termination
of their employment with the Company. In addition, the Executive
Directors stated their intention to resign from all directorships
and other offices which they hold with Faroe and all of its
subsidiaries as soon as is practicable, with the intention of
remaining as directors until such time as replacements are
appointed, to ensure an orderly transition, but in any event at the
latest by the end of their three month notice periods.
Faroe Shareholders who have not yet accepted the Final Offer are
encouraged to do so and will receive the consideration for their
Faroe Shares within 14 days of receipt of the acceptance.
The revised offer document and form of acceptance relating to
the Final Offer (the "Final Offer Document" and "Final Form of
Acceptance", respectively) were published on 8 January 2019 and are
available on DNO's website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
Level of acceptances and interests in relevant securities
As at 5.00 p.m. (London time) on 11 January 2019, DNO had
received valid acceptances of the Final Offer in respect of a total
of 54,482,764 Faroe Shares representing approximately 13.76 percent
of the issued share capital of Faroe. So far as DNO is aware, no
acceptances have been received from persons acting in concert with
DNO.
DNO owns 200,550,523 Faroe Shares (representing 50.65 percent of
Faroe's issued share capital), which have settled.
Accordingly, the total number of Faroe Shares which DNO may
today count towards the satisfaction of the acceptance condition
set out in Part A of Appendix 1 of the Final Offer Document (the
"Condition") is 255,033,287 Faroe Shares (representing
approximately 64.41 percent of the issued share capital of
Faroe).
The Final Offer has therefore become unconditional in all
respects.
In addition, DNO owns 38,636,331 Faroe Shares (representing 9.76
percent of Faroe's issued share capital) which remain subject to
settlement (expected to occur on or before 15 January 2019).
Accordingly, DNO has now acquired or agreed to acquire (through
acceptances or pending settlement) 293,669,618 Faroe Shares, in
aggregate representing approximately 74.17 percent of the ordinary
issued share capital of Faroe.
Save as disclosed above, as at 5.00 p.m. (London time) on 11
January 2019, neither DNO nor, so far as DNO is aware, any person
acting in concert with DNO had:
-- any interest in, or right to subscribe in respect of, or any
short position in relation to Faroe relevant securities, including
any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery of Faroe relevant securities; or
-- borrowed or lent any Faroe relevant securities (including any
financial collateral arrangements), save for any borrowed shares
which have been either on-lent or sold.
Furthermore, no dealing arrangement (of the kind referred to in
Note 11 of the definition of "acting in concert" in the Code)
exists between DNO (or, so far as DNO is aware, any person acting
in concert with it) and Faroe in relation to Faroe Shares. For
these purposes, a dealing arrangement includes any indemnity or
option arrangement, any agreement or understanding, formal or
informal, of whatever nature, relating to Faroe Shares which may be
an inducement to deal or refrain from dealing in such
securities.
The references to the issued share capital of Faroe above are
based on a figure of 395,942,468 Faroe Shares in issue on 11
January 2019. Of this figure, 23,052,775 Faroe Shares were reported
by Faroe to have been issued on 11 January 2019 and are subject to
an application for admission to trading on AIM.
Extension of the Final Offer
The Final Offer will remain open for acceptance until further
notice. At least 14 days' notice will be given before the Offer is
closed.
Faroe Shareholders who have not already accepted the Final Offer
are encouraged to do so without delay in accordance with the
following procedures:
-- acceptances of the Final Offer in respect of certificated
Faroe Shares should be made by completing either the first form of
acceptance which accompanied the First Offer Document (the "First
Form of Acceptance") or the Final Form of Acceptance as soon as
possible;
-- acceptances of the Final Offer in respect of uncertificated
shares should be made electronically through CREST (an "Electronic
Acceptance"). You are reminded that, if you are a CREST sponsored
member, you should contact your CREST sponsor before taking any
action.
If you have any questions about the Final Offer or are in any
doubt as to how to complete the First Form of Acceptance or the
Final Form of Acceptance or the making of an Electronic Acceptance
(as the case may be), please contact Equiniti Limited on 0333 207
6399 or +44 121 415 0973 (if calling from outside the UK). Lines
are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday
(excluding English and Welsh public holidays).
The Final Offer Document and Final Form of Acceptance were
published on 8 January 2019 and are available on DNO's website at
https://www.dno.no/en/investor-relations/offer_announcement_26November.
Settlement
The consideration due to accepting Faroe Shareholders is
expected to be despatched either on or before 25 January 2019, in
respect of acceptances complete in all respects and received not
later than 5.00 p.m. on 11 January 2019, or within 14 days of the
date of receipt of further acceptances which are valid and complete
in all respects.
Cancellation of trading and re-registration
If, by virtue of its shareholdings and acceptances of the Final
Offer (or deemed acceptances thereof) DNO acquires, or agrees to
acquire, issued share capital carrying 75 percent or more of the
voting rights of Faroe, DNO intends to procure that Faroe makes an
application, subject to the requirements of the London Stock
Exchange, for the cancellation of the admission to trading of Faroe
Shares on AIM.
Following the cancellation of trading of the Faroe Shares on
AIM, Faroe will be re--registered as a private limited company
under the relevant provisions of the Companies Act.
The cancellation of trading of Faroe Shares on AIM and the
re-registration of Faroe as a private limited company will
significantly reduce the liquidity and marketability of any Faroe
Shares not assented to the Final Offer at that time. Any remaining
Faroe Shareholders would become minority shareholders in a majority
controlled private limited company and may therefore be unable to
sell their Faroe Shares. There can be no certainty that Faroe would
pay any further dividends or other distributions or that such
minority Faroe Shareholders would again be offered an opportunity
to sell their Faroe Shares on terms which are equivalent to or no
less advantageous than those under the Final Offer.
Compulsory Acquisition
As anticipated in the Final Offer Document, if DNO receives
acceptances under the Final Offer in respect of, or otherwise
acquires, 90 percent or more of the Faroe Shares to which the Final
Offer relates, DNO intends to exercise its rights pursuant to the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Faroe Shares in respect of which the
Final Offer has not been accepted.
Enquiries:
DNO ASA
Media: media@dno.no
Investors: ir@dno.no
Tel: +47 911 57 197
Brunswick
Patrick Handley
Charles Pretzlik
William Medvei
Tel: +44 20 7404 5959
Lambert Energy Advisory Limited
Philip Lambert
David Anderson
Tel: +44 20 7491 4473
Pareto Securities AS
Petter Sagfossen
Tel: +47 22 87 87 48
Further information
Defined terms used but not defined in this announcement have the
meanings given in the First Offer Document, as amended and
supplemented by the Final Offer Document unless the context
requires otherwise.
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Final Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Faroe in any jurisdiction in contravention of
applicable law. The Final Offer will be made solely by means of the
Final Offer Document and (in respect of Faroe Shares held in
certificated form) the Final Form of Acceptance accompanying the
Final Offer Document, which will, together, contain the full terms
and conditions of the Final Offer including details of how it may
be accepted. Any decision in respect of, or other response to, the
Final Offer should be made only on the basis of the information
contained in the Final Offer Document and the Final Form of
Acceptance (read in conjunction with the First Offer Document and
First Form of Acceptance).
Please be aware that addresses, electronic addresses and certain
other information provided by Faroe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Faroe may be provided to DNO during the Offer
Period as required under Section 4 of Appendix 4 of the Code to
comply with Rule 2.11 of the Code.
Lambert Energy Advisory Limited, which is authorised and
regulated in the UK by the FCA, is acting exclusively for DNO and
no-one else in connection with the Final Offer and will not be
responsible to anyone other than DNO for providing the protections
afforded to clients of Lambert Energy Advisory Limited nor for
providing advice in relation to the Final Offer or any other
matters referred to in the Final Offer Document, this announcement
or otherwise.
Pareto Securities AS is acting exclusively for DNO and no-one
else in connection with the Final Offer and will not be responsible
to anyone other than DNO for providing the protections afforded to
clients of Pareto Securities AS nor for providing advice in
relation to the Final Offer or any other matters referred to in the
Final Offer Document, this announcement or otherwise.
Overseas jurisdictions
The availability of the Final Offer to Faroe Shareholders who
are not resident in and citizens of the UK or the US may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the UK or the US should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to Overseas Shareholders
are contained in the Final Offer Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK or the US may be restricted
by law and therefore any persons who are subject to the law of any
jurisdiction other than the UK or the US should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Final Offer disclaim any responsibility or
liability for the violation of such restrictions by any person.
This announcement has been prepared for the purposes of complying
with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside of England.
The Final Offer is not being made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction. Accordingly, copies of this announcement and
formal documentation relating to the Final Offer will not be and
must not be, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would violate the laws
of that jurisdiction.
Notice to US Faroe Shareholders
The Final Offer is being made for the securities of an English
company and is subject to UK disclosure requirements, which are
different from those of the US. The financial information included
in the Final Offer Document has been prepared in accordance with
IFRS and thus may not be comparable to financial information of US
companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the
US.
The Final Offer will be made in the US pursuant to an exemption
from US tender offer rules provided by Rule l4d-1I under the US
Exchange Act and otherwise in accordance with the requirements of
the Code. Accordingly, the Final Offer will be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments, that are different from those
applicable under US domestic tender offer procedures and law. If
the Final Offer is instead implemented by means of a scheme of
arrangement as provided for under English law it will not be
subject to the tender offer rules of the US Exchange Act.
Accordingly, the Final Offer would be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement which differ from the disclosure requirements of US
tender offer rules.
The receipt of cash pursuant to the Final Offer by a US Faroe
Shareholder will likely be a taxable transaction for US federal
income tax purposes and under applicable state and local, as well
as foreign and other tax laws. Each holder of Faroe Shares is urged
to consult his/her independent professional advisor immediately
regarding the tax consequences of acceptance of the Final
Offer.
It may be difficult for US Faroe Shareholders to enforce their
rights and any claim arising out of the US federal securities laws,
since DNO is located in a country other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Faroe Shareholders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
In accordance with normal UK practice, DNO or its nominees, or
its brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, Faroe Shares outside the
US, other than pursuant to the Final Offer, before or during the
period in which the Final Offer remains open for acceptance. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website,
www.londonstockexchange.com.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Final Offer and other information published by DNO contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of DNO about future
events and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include
statements relating to the expected effects of the Final Offer on
DNO and Faroe, the expected timing and scope of the Final Offer and
other statements other than historical facts.
Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", "believes" or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Although DNO believes that the
expectations reflected in such forward-looking statements are
reasonable, DNO can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements. These factors include the satisfaction
of the Condition, as well as additional factors, for example, oil
and gas operations, particularly those relating to development
stage assets which are subject to varying inputs that may impact
timing, including, inter alia, permitting, environmental
regulation, changes to regulators and regulation, third party
manufacturers and service providers, the weather and asset partner
and operator actions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors. DNO, its
associates, directors, officers and advisers provide no
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with its legal or regulatory obligations DNO is
under no obligation, and DNO expressly disclaims any intention or
obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
No profit forecasts or quantified benefits statement
No statement in this announcement is intended as a profit
forecast, profit estimate or qualified benefits statement and no
statement in this announcement should be interpreted to mean that
earnings per Faroe Share or DNO share for the current or future
financial years would necessarily match or exceed the respective
historical published earning per Faroe Share or DNO share or to
mean that the enlarged group's earnings in the first 12 months
following the Final Offer, or in any subsequent period, would
necessarily match or be greater than those of Faroe or DNO for the
relevant preceding financial period or any other period.
Publication on website and hard copies
A copy of this announcement and the documents required to be
published by Rule 26 of the Code is and will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on DNO's website
https://www.dno.no/en/investor-relations/offer_announcement_26November.
For the avoidance of doubt, the contents of such website are not
incorporated into and do not form part of this announcement.
You may request a hard copy of this announcement by contacting
Equiniti Limited on 0333 207 6399 or +44 121 415 0973 (if calling
from outside the UK) or by submitting a request in writing to
Equiniti Limited, Corporate Actions, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA. Lines are open from 8.30 a.m. to
5.30 p.m. (London time) Monday to Friday (excluding English and
Welsh public holidays). Calls to the helpline from outside the UK
will be charged at applicable international rates. Different
charges may apply to calls from mobile telephones and calls may be
recorded and randomly monitored for security and training purposes.
Please note that Equiniti Limited cannot provide advice on the
merits of the Final Offer nor give financial, tax, investment or
legal advice. If you have received this announcement in electronic
form, copies of this announcement and any document or information
incorporated by reference into this announcement will not be
provided unless such a request is made.
About DNO
DNO is a Norwegian oil and gas operator focused on the Middle
East and North Sea. Founded in 1971 and listed on the Oslo Stock
Exchange, DNO holds stakes in onshore and offshore licences at
various stages of exploration, development and production in the
Kurdistan region of Iraq, Norway, the UK and Yemen.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPKMGMMVDFGLZG
(END) Dow Jones Newswires
January 14, 2019 02:00 ET (07:00 GMT)
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