Beskrivning
Land | Norge |
---|---|
Lista | Oslo Bors |
Sektor | Råvaror |
Industri | Olja & gas |
2025-06-23 14:34:04
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 23 June 2025: BlueNord ASA ("BlueNord" or the "Company") has mandated
Arctic Securities AS, Clarksons Securities AS, DNB Carnegie, a part of DNB Bank
ASA, and Pareto Securities AS as Joint Bookrunners to arrange a series of fixed
income investor meetings commencing today, Monday 23 June 2025.
A new subordinated callable hybrid bond with an issue amount of USD 300 million
may follow ("Hybrid Bond"), subject to inter alia market conditions. Net
proceeds from the contemplated bond issue will be used to buy-back or otherwise
purchase/redeem the Company's existing subordinated convertible bonds with ISIN
NO 0012780867 ("BNOR15").
The Company has resolved to launch a conditional tender offer to holders of
BNOR15 to buy-back BNOR15 bonds at a price equal to 128.25% of par value plus
accrued but unpaid interest according to the 6% p.a. cash coupon for the period
from and including 27 May 2025, but excluding the settlement date for the
repurchase of BNOR15 ("Tender Offer"). The Company has received pre-acceptances
of the Tender Offer from bondholders owning more than 98% of BNOR15.
To ensure certain funds for the Tender Offer, the Company has on certain terms
and conditions secured a subordinated debt facility of up to USD 300 million and
with a 5-year tenor, should the Company elect not to go ahead with the Hybrid
Bond.
The Tender Offer period commences immediately and is expected to close at 16:00
CEST on 4 July 2025 (the "Tender Offer Period") with settlement expected to take
place on or about 18 July 2025. The Company reserves the right to close or
extend the Tender Offer Period at any time and for any reason in its sole
discretion without further notice.
BNOR15 holders wishing to sell BNOR15 bonds in the Tender Offer will need to
deliver to Clarksons Securities AS within the expiry of the Tender Offer Period
duly executed bondholder offer form ("Bondholders Offer Form"), which can be
obtained by contacting Clarksons Securities AS at +47 468 14 595 or
mark.gretton@clarksons.com. Once a duly executed Bondholders Offer Form has been
submitted, the offer is binding and irrevocable for the bondholder and may not
be withdrawn or modified or altered by the bondholder.
The Tender Offer and the issuance of bonds are subject to having obtained
required consents from the lenders in the Company's USD 1.4 billion reserve
based lending facility facility.
Clarksons Securities AS is acting as manager in connection with the Tender
Offer.
Advokatfirmaet BAHR AS has been engaged as legal advisor of the Company.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint
Bookrunners.
A company presentation will be published on www.bluenord.com.
***
This information is considered to be inside information pursuant to Regulation
EU 596/2014 (MAR) and is subject to the disclosure requirements pursuant to MAR
article 17 and section 5-12 of the Norwegian Securities Trading Act. The
information was submitted for publication by Cathrine Torgersen, Chief Corporate
Affairs Officer, BlueNord ASA at the time and date set out above.
Contact:
Cathrine Torgersen, Chief Corporate Affairs Officer
Email: cathrine.torgersen@bluenord.com
Phone: +47 915 28 501
IMPORTANT INFORMATION
The contents of this announcement have been prepared by, and are the sole
responsibility of, the Company. The Company's financial advisers are acting
exclusively for the Company and no one else, and will not be responsible to
anyone other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the securities transactions,
the contents of this announcement or any of the matters referred to herein.
The securities transactions and the distribution of this announcement and other
information in connection with the securities transactions may be restricted by
law in certain jurisdictions. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions. Persons into whose
possession this announcement or such other information should come are required
to inform themselves about, and to observe, any such restrictions.
This announcement may not be used for, or in connection with, and does not
constitute, any offer of securities for sale in the United States or in any
other jurisdiction. The securities transactions have not been made in any
jurisdiction or in any circumstances in which such offer or solicitation would
be unlawful. This announcement is not for distribution, directly or indirectly
in or into any jurisdiction in which it is unlawful to make any such offer or
solicitation to such person or where prior registration or approval is required
for that purpose. No steps have been taken or will be taken relating to the
securities transactions in any jurisdiction in which such steps would be
required.
Neither the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of the Company
or that the information contained herein is correct as of any date subsequent to
the earlier of the date hereof and any earlier specified date with respect to
such information.
This announcement is not for publication or distribution, directly or
indirectly, in the United States (including its territories and possessions, any
state of the United States and the District of Columbia). This announcement does
not constitute or form part of any offer or solicitation to purchase or
subscribe for securities in the United States. Securities may not be offered or
sold in the United States absent registration or an exemption from registration.
The shares of the Company nor the shares or bonds issued in the securities
transactions have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United
States, and may not be offered or sold in the United States or to, or for the
account of, U.S. persons (as such term is defined in Regulation S under the US
Securities Act), except pursuant to an effective registration statement under,
or an exemption from the registration requirements of, the US Securities Act.
All offers and sales outside the United States will be made in reliance on
Regulation S under the US Securities Act. There will be no public offer of
securities in the United States.
This announcement does not constitute an offering circular or prospectus in
connection with an offering of securities of the Company. Investors must neither
accept any offer for, nor acquire, any securities to which this document refers,
unless they do so on the basis of the information contained in the investor
material made available by the Company only to qualified persons in certain
jurisdictions where an offer may be made. This announcement does not constitute
an offer to sell or the solicitation of an offer to buy or subscribe for, any
securities and cannot be relied on for any investment contract or decision.
This document contains forward-looking statements. All statements other than
statements of historical fact included in this information are forward-looking
statements. Forward-looking statements are current expectations and projections
relating to the Company's financial condition, results of operations, plans,
objectives, future performance and business. These statements may include,
without limitation, any statements preceded by, followed by or including words
such as "target," "believe," "expect," "aim," "intend," "may," "anticipate,"
"estimate," "plan," "project," "will," "can have," "likely," "should," "would,"
"could" and other words and terms of similar meaning or the negative thereof.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors beyond the Company's control that could cause the
Company's actual results, performance or achievements to be materially
different from the expected results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements are
based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which it will operate in the future.
About BlueNord
BlueNord ASA is a strategically important European oil and gas company that
specialises in producing and developing energy resources, and in activities
which support the energy transition. The Company has a 36.8 percent interest in
the Danish Underground Consortium that is responsible for oil and gas production
in the Danish North Sea. BlueNord is listed on the Oslo Stock Exchange
(OSE:BNOR) More information at www.bluenord.com