20.02.2019 08:50:05 CET
Oslo, 20 February 2019
The Board of Directors (the "Board") of North Energy ASA ("North Energy" or the "Company") has on 20 February 2019 adopted several key measures to simplify the corporate structure and to initiate a shareholder incentive programme.
During H1 2019 the Company intends to distribute a dividend of NOK 0.3 per share to shareholders, amounting to a total distribution of NOK 35.7 million. The distribution will be subject to the approval of the Annual General Meeting ("AGM") and the Board will put forward a dividend proposal to the AGM to be held on 28 May 2019. The dividend proposal will include an option for shareholders to subscribe for new shares using the dividend amount. A subscription period will take place after the AGM date, subject to approval of the dividend proposal by the AGM.
To facilitate the subscription of shares, the Company will, following the release of the Q4 2018 report on 27 February 2019, put forth a buyback offer to shareholders, where shareholders are offered to sell the higher of 2,000 shares and 15% of their individual shareholding. Shareholders are free to tender more, but the allocation will be reduced pro rata based on current ownership if the total buyback exceeds the sum of 10% of the outstanding shares in the Company. The buyback price is set to NOK 1.90 per share which represents a premium of approximately 4 per cent to the official closing price of North Energy on Oslo Børs 19 February 2019. Thus, shareholders electing to receive dividends in cash, and who participate fully in the buyback offer, will receive a minimum cash amount of approximately NOK 0.54 per existing North Energy share consisting of NOK 0.285 per share in proceeds from the buyback (NOK 1.90 x 15%), and NOK 0.255 per share in dividends on the shares not sold in the buyback (NOK 0.30 x 85%).
The three largest shareholders of the Company, AB Investment AS, Celisa Capital AS and Isfjorden AS, which are 100% owned companies by Anders Onarheim, Rachid Bendriss and Didrik Leikvang respectively, have all expressed their intention not to participate in the buyback offer, and to utilise the option to subscribe for new shares with the dividends received.
Furthermore, the Company announces that the Board has resolved to simplify the corporate structure, through certain transactions. North Energy Capital AS ("NEC") will repay to the Company the preference capital, including accumulated return, in a total amount of approximately NOK 148 million. Subsequently all strategic and financial investments are to be held directly in the parent company. These actions are in accordance with the resolutions adopted by the Extraordinary General Meeting held on 27 April 2016.
To facilitate repayment of preference capital, North Energy will receive as part settlement from NEC a total of 46,126,567 shares in Reach Subsea ASA ("Reach"), consisting of 40,600,000 shares held by Accello Partners I AS, 1,736,411 shares held directly by NEC, as well as an additional 3,790,156 shares acquired directly from AB Investment AS, Celisa Capital AS and Isfjorden AS. The purchase price is NOK 2.367 per Reach share, based on the volume weighted average price of Reach on Oslo Børs 19 February 2019. Following these transactions, North Energy will hold a total of 46,126,567 shares in Reach, equal to an ownership of 32.1 per cent, and North Energy will thereby consolidate its ownership in Reach and strengthen its commitment to the company. Reach continues to be a key strategic holding for North Energy and the Company is encouraged by the positive developments in the business as demonstrated by the full year 2018 results published on 19 February 2019, which includes an adjusted net profit of NOK 21 million, as well as a dividend proposal of NOK 0.07 per Reach share for FY 2018.
The Company will also hold approximately 18.5 million shares in Touchstone Exploration Inc., 11.4 million shares in Polarcus Limited as well as certain other minor financial investments and a substantial cash balance.
NEC will, following the repayment of preference capital, remain as a holding vehicle for North E&P during the ongoing tax dispute with the Oil Taxation Office, and will consist of approximately NOK 120 million in cash as well as 100% of the shares in North E&P AS.
For further information, please contact:
Knut Sæberg, CEO
Mobile: +47 918 00 720 | E-mail: knut.saeberg@northenergy.no