Noreco: Proposed Amendments to the NOR13 Subordinated Convertible Bond Terms and Summons for a Written Resolution

Reference is made to the stock exchange notice published on 10 May 2022 where Norwegian Energy Company ASA (“Noreco” or the “Company”) announced the intention to engage with investors to investigate potential measures to simplify and enhance its capital structure.

The Company and its advisors have been in close dialogue with the largest bondholders in the USD 165,229,319 2019/2027 convertible bond loan with ISIN NO0010851520 issued by Noreco, which is listed on Oslo Børs (“NOR13” or the “Bonds”). Following these discussions, the Company is pleased to propose certain amendments to the NOR13 bond terms (the “Bond Terms”). Based on the original terms of NOR13, the Bonds would be mandatorily convertible into shares on 8 November 2023 based on the last 20 days volume weighted share price prior to such date.

 The proposed amendments of NOR13 are structured with the overall objective to reduce dilution of existing and future shareholders. This is done through delaying the mandatory conversion date two years following the expected Tyra first gas date next winter and introducing a call option to allow the Company to redeem the Bonds with cash in December 2025. 

Summary of key terms of NOR13 following the proposed amendment:

• Mandatory Conversion Date moved from 8 November 2023 to 31 December 2025

• New call option enabling the Company to repay the Bonds in cash at a price of the higher of par value and parity value in December 2025

• Principal changed from approximately USD 165 million up to approximately USD 227 million by way of issuance of compensation bonds (the “Compensation Bonds”) to reflect the premium of the current share price relative to the NOR13’s existing conversion price

• Conversion price to be reset at USD 51.4307 per share with a fixed USDNOK of 10.44, corresponding to c. NOK 537 per share and a 30% premium to volume weighted average share price for the previous three trading days

• Interest rate remains unchanged at 6% cash and 8% PIK (toggle at the Company’s discretion)

• Soft call triggered by trading above 130% of parity value for 20 consecutive trading days after two years from the Compensation Bonds are issued

The completion of the amendments to the Bond Terms is subject to, inter alia, approval by a bondholder resolution, approval by a shareholders’ meeting resolution and final approval from the RBL banks. As a consequence of the above, the Company has requested Nordic Trustee AS to dispatch a summons for a written resolution to the bondholders in NOR13 to implement these amendments to the Bond Terms on the terms as set out in the attached summons. 

The voting period will expire on 22 November 2022 and NOR13 bondholders will be able to convert under existing terms until the Effective Time Notice Date as further defined in the summons letter, expected to be on or about 30 November 2022.

Further, an extraordinary general meeting (“EGM”) in the Company shall be convened and held on 30 November 2022 to approve the amendments to the Bond Terms. The notice for the EGM is expected to be submitted shortly.
The Company has received support for the proposed amendments by more than two thirds of the bondholders. Further, the Company has received support for the proposed EGM resolutions from shareholders representing approximately 50%.

The Compensation Bonds will be sought 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. The Compensation Bonds shall be put on a separate ISIN until the prospectus has been approved and published. 

Arctic Securities AS and Pareto Securities AS have been engaged as financial advisors to the Company and Advokatfirmaet BAHR AS has been engaged as legal advisor in connection with the amendment proposal. Advokatfirmaet Thommessen AS has acted as legal advisor to the financial advisors. 

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

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