Reference is made to the stock exchange announcement on 8 November 2022 where Norwegian Energy Company ASA ("Noreco" or the "Company") announced summons for a written resolution with proposed amendments (“Amendments”) to the Company's outstanding USD 165,229,319 2019/2027 convertible bond loan with ISIN NO0010851520 issued by Noreco and listed on Oslo Børs ("NOR13"). The Amendments were resolved by written resolution according to the voting requirements of the NOR13 bond terms, as announced on 8 November 2022.
Noreco has received a temporary injunction from the Oslo district court (Oslo tingrett) that restricts Noreco and Nordic Trustee AS from implementing the Amendments (the “Ruling”). The Ruling has been issued following a claim from two minority NOR13 bondholders, Astaris Special Situations Master Fund Limited (“Astaris”) and Gertjan Koomen, that the written resolution of 8th November is invalid as the Amendments represent a transfer of value from NOR13 bondholders to Noreco’s equity shareholders.
Noreco views these claims as baseless and without merit. The Company undertook a robust process to ensure the Amendments were fair to both NOR13 bondholders and the Company’s shareholders, a position that is supported by an independent fairness opinion that was obtained by Noreco in connection to the Amendments.
Neither Noreco nor Nordic Trustee were summoned by Oslo tingrett in connection with the Ruling, and it was consequently issued solely based on the unilateral arguments of Astaris and Gertjan Koomen. Noreco will immediately engage with Oslo tingrett and seek to have the Ruling lifted at the earliest opportunity.
Noreco intends to hold as planned the extraordinary general meeting (“EGM”) that has been convened for shareholders to approve the Amendments on 30 November 2022 at 12:00 Oslo time. As a result of the Ruling, a clause will be included in the EGM resolution that the effectiveness of such is conditional on both the board of directors of Noreco making the resolution effective and Nordic Trustee entering into the amendment agreement and subscribing to the compensation bonds in accordance with the resolution passed by the EGM as outlined below.
As a result, the Amendments will not become effective until the Ruling has been lifted, including that the compensation bonds will not be issued and the timeline, record dates and settlement mechanics related to the Amendments as included in the stock exchange announcement by Noreco on 21 November 2022 will not apply until further notice. The bondholders who have provided the paying agent with conversion notices conditional upon the EGM being held, will (unless such conversion notices are revoked by the relevant bondholder) retain their conditional conversion notices in escrow with the paying agent pending the conditions to the EGM resolution being lifted and the resolution thereby becoming effective. A new timeline for announcing the effective time will in such event be provided in due course.
The existing bond terms for NOR13 apply until and subject to the Amendments becoming effective.