DOF ASA - RECONSTRUCTION
The board of DOF ASA has received an e-mail from a Group of shareholders (the Group) demanding that an extraordinary general meeting of shareholders be convened. The reconstructor has notified that he now considers 11 am on 1 February 2023 as the deadline for him to inform creditors that a sufficient number of shareholders will vote for the board’s proposal.
If the creditors are not provided any such assurance, it is the board's understanding that the reconstructor will ask the Hordaland district court to terminate the reconstruction process and open bankruptcy in DOF ASA.
The Group, which demands an extraordinary general meeting, asks, inter alia, that the election of a new board be put on the agenda. Names of new board members have not yet been announced. The request from the Group is unclear on several points and the board has asked the Group for clarifications.
However, the request can be interpreted in the direction that shareholders in the Group will not support the board's proposal for reconstruction. The proposal implies that the current shareholders will retain 3.75 per cent of the shares in a restructured and refinanced DOF.
“The shareholders are fully entitled to demand the election of a new board, but the board does not understand why they should reject the board's proposal for reconstruction. The board wants dialogue about the way forward, but the Group has on several occasions rejected this and refused to receive the information they themselves have repeatedly requested,” says Leif Chr. Salomonsen, chair of DOF ASA.
As communicated in the stock announcement dated 27 January 2022, the board has received valuations which point in the direction of DOF ASA being insolvent. The company will therefore go bankrupt if the proposal for reconstruction is not approved.
The operations of DOF Services AS and its subsidiaries will be unaffected by a bankruptcy in the parent company DOF ASA. All operational activities will therefore continue as before. It is today's shareholders who will lose everything in a bankruptcy.
The company's main shareholder, who represents 31.6 per cent of the shares, has announced its support for the board's proposal. The Group that is now demanding an extraordinary general meeting represents, according to the board's understanding, approx. 13 percent of the shares. Accordingly, the Group does not have enough influence alone to send the company into bankruptcy.
“We are now in a final and decisive phase of the reconstruction of DOF ASA. It is very important that all shareholders who are interested in saving their shareholder values study the board's proposal thoroughly. It is a fact that DOF ASA has approx. NOK 25 billion in debt, on which neither interest nor instalments have been paid for over two years. It is urgent to find a solution now,” says Salomonsen.
To maximise the chance of the financial creditors accepting the board's proposal for restructuring, the board must document that a sufficient amount of the current shareholders of DOF ASA will support its proposal. The board therefore asks all shareholders who support the proposal to express this through the following procedure:
Shareholders are asked to send an e-mail to firstname.lastname@example.org, with the text "I/we hereby confirm that I/we support the board's proposal for a reconstruction plan according to which, after the reconstruction, the current shareholders will have a stake in the reorganised company of approx. 3.75 per cent"
In the e-mail, shareholders are also asked to state their name (if applicable, the name of the company through which the shares are owned), the number of shares owned as of 31 January 2023, and telephone number.
It is important that the company receives the e-mail by 11 am, 1 February 2023.
For further information, please contact:
Chairman DOF ASA: Leif Chr. Salomonsen, tlf.: 992 42 888