DOF ASA reconstruction heads for court

In a stock exchange announcement, Norwegian offshore services provider DOF ASA reports that it will today petition for reconstruction proceedings with Hordaland district court. This is the latest development in a chain of events that was set in motion when shareholders rejected a proposal put to them at a November 11 extraordinary general meeting (EGM).

In today’s announcement the company says:

“As previously communicated by the Company, the financial creditors of the Group have made it clear (i) that there is no room for the shareholders to negotiate a more favorable solution than the proposal that was presented to the EGM on 11 November 2022 whereby the shareholders was offered 4% of the share capital following the Restructuring and (ii) that the shareholders will not be offered more than 1% of the share capital following the Restructuring as part of the Reconstruction, unless otherwise agreed by the financial creditors.

“The board of directors is of the view that there is no other available solution that ensures the continued operations in the Group than the agreed Restructuring. It has also been made clear by the Group’s financial creditors that implementation of the Restructuring must take place in accordance with the Restructuring Agreement. According to the terms of the Restructuring Agreement, DOF is in the current situation obliged to procure that the Reconstruction proceedings are opened. This is further substantiated by a letter from the creditors requesting Reconstruction to be opened promptly.

“The Board has also been in dialogue with the appointed advisor of the minority shareholders in order to provide the requested documentation. The Board has not received information which indicates that the minority shareholders have any viable alternative solution to the Restructuring.

“In preparation of the Reconstruction, and in order to secure the continued operations in the rest of the Group irrespective of the outcome of the Restructuring in the Company, the Company has transferred the majority of its business, assets and contractual liabilities to its wholly owned subsidiary DOF Services AS. The employees of the Company have, in accordance with the Restructuring Agreement, been transferred to the Company’s wholly owned subsidiary DOF AS together with related third-party agreements necessary to operate the Group. The Group’s operations are therefore expected to continue as normal both throughout the Reconstruction process and in the event of a subsequent bankruptcy in the Company. As previously communicated, creditors and contract parties other than the financial creditors party to the Restructuring will not be affected by the Restructuring.

“In light of continuous speculations among the minority shareholders of DOF questioning the principle of equal treatment of all the shareholders of the Company, and despite previous announcements confirming the same, the Company see once more the need to reiterate that the Restructuring proposal that was presented to the EGM provided for equal treatment of all the shareholders of the Company. The main shareholder in DOF has also confirmed that there is no agreement or arrangement regarding preferential treatment of the main shareholder compared to other shareholders irrespective of how the Restructuring is implemented.”