Energia
DNO to make cash offer for all shares of Faroe Petroleum plc
Oslo, 26 November 2018 - DNO ASA, the Norwegian oil and gas operator, today announced the terms of an offer to be made by DNO ASA for the whole of the issued and to be issued share capital of Faroe Petroleum plc (other than the 105,247,866 Faroe Shares already held by DNO, representing 28.22 percent of Faroe's issued share capital).
The Offer will be 152 pence in cash for each Faroe Share, valuing Faroe's existing issued and to be issued share capital at approximately £607.9 million.
Of the Offer value of approximately £443.8 million on a fully diluted basis, £402.6 million is attributable to the current issued share capital of Faroe (other than those Faroe Shares already held by DNO and the Faroe Employment Benefit Trust) and the balance £41.2 million is attributable to DNO's understanding of the number of outstanding share options and awards granted by Faroe to its directors, management and employees, representing approximately 7 percent dilution of Faroe's current issued share capital.
The Offer Price represents a premium of 44.8 percent to Faroe's share price of 105 pence at the close of business on 3 April 2018, the last business day before DNO announced its first acquisition of shares in Faroe and a premium of 20.8 percent to Faroe's share price of 125.8 pence at the close of business on 23 November 2018, the last business day before this announcement.
Commenting on the Offer, Bijan Mossavar-Rahmani, Executive Chairman of DNO, said:
This stock exchange notice should be read in conjunction with, and is subject to, the full text of the announcement on the offer (including its Appendices) (the "Offer Announcement") which will be made available in a separate stock exchange notice today and, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on DNO's website at www.dno.no/en/investor-relations/offer_announcement_26November (for the avoidance of doubt, the contents of such website are not incorporated into and do not form part of this announcement). The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 of the Offer Announcement and to the full terms and conditions to be set out in the Offer Document. Appendix 2 to the Offer Announcement contains the sources and bases of certain information contained herein and in the Offer Announcement. Appendix 3 to the Offer Announcement contains the definitions of certain terms used herein and the Offer announcement.
Media: media@DNO.no Tel: +47 911 57 197
Investors: ir@DNO.no
Patrick Handley Tel: +44 20 7404 5959
Philip Lambert Tel: +44 20 7491 4475
David Anderson Tel: +44 20 7491 4475
Petter Sagfossen Tel: +47 228 78 748
www.londonstockexchange.com
www.thetakeoverpanel . org.uk
www.dno.no/en/investor-relations/offer_announcement_26November
2321 Rosecrans Avenue. Suite 2200
90245 El Segundo Stati Uniti