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04/02-2019 08:29:07: (DNO) Recommended cash offer by DNO ASA for Faroe Petroleum plc – compulsory acquisition of Faroe Share

Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction

Oslo, 4 February 2019 – DNO ASA (“DNO”), the Norwegian oil and gas operator, has
now acquired or received acceptances for over 90 percent of the Faroe Shares to
which its Final Offer relates by nominal value and voting rights attaching to
such shares, enabling it to initiate the compulsory acquisition procedure for
the remaining Faroe Shares.

DNO announced its final cash offer for the entire issued and to be issued share
capital of Faroe Petroleum plc (“Faroe”) at 160 pence in cash for each Faroe
Share (the “Final Offer”) on 8 January 2019 and published the final offer
document on the same day (the “Final Offer Document”). On 9 January 2019, Faroe
announced the Faroe Board’s recommendation of the Final Offer.
DNO has settled valid acceptances of the Final Offer in respect of a total of
128,595,577 Faroe Shares representing approximately 32.48 percent of the issued
share capital of Faroe. DNO also owns 251,942,426 Faroe Shares (representing
63.63 percent of Faroe’s issued share capital) as a result of the market
purchases it has made. In total, DNO has now settled acceptances of the Final
Offer in respect of, and/or has otherwise acquired, 380,538,003 Faroe Shares,
representing 96.11 percent of Faroe’s issued share capital.
As a consequence, DNO will shortly begin the implementation of the compulsory
acquisition procedure to acquire the remaining Faroe Shares under Chapter 3 of
Part 28 of the Companies Act 2006 (the “Act”), as contemplated by the Final
Offer Document and will despatch formal compulsory acquisition notices under
sections 979 and 980 of the Act (the “Compulsory Acquisition Notices”) to Faroe
Shareholders who have not yet accepted the Final Offer. These notices will set
out DNO’s intention to apply the provisions of section 979 of the Act to acquire
compulsorily any remaining Faroe Shares in respect of which the Final Offer has
not been accepted on the same terms as the Final Offer.

On the expiry of six weeks from the date of the Compulsory Acquisition Notices
the Faroe Shares held by those Faroe Shareholders who have not accepted the
Final Offer will be acquired compulsorily by DNO on the same terms as the Final
Offer. The consideration to which those Faroe Shareholders will be entitled will
be held by Faroe as trustee on behalf of those Faroe Shareholders who have not
accepted the Final Offer and they will be requested to claim their consideration
by writing to Faroe at the end of the six-week period.

The Final Offer Document and Final Form of Acceptance were published on 8
January 2019 and are, together with further details on the acceptance of the
Final Offer and the compulsory acquisition procedure, available on DNO’s website



Tel: +47 911 57 197


Patrick Handley	
Charles Pretzlik

William Medvei

Tel: +44 20 7404 5959

Lambert Energy Advisory Limited

Philip Lambert 
David Anderson

Tel: +44 20 7491 4473 
Pareto Securities AS

Petter Sagfossen

Tel: +47 22 87 87 48

Further information

Defined terms used but not defined in this announcement have the meanings given
in the First Offer Document, as amended and supplemented by the Final Offer
Document unless the context requires otherwise.
This announcement is not intended to and does not constitute, or form part of,
an offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the Final
Offer or otherwise, nor shall there be any sale, issuance or transfer of
securities of Faroe in any jurisdiction in contravention of applicable law. The
Final Offer will be made solely by means of the Final Offer Document and (in
respect of Faroe Shares held in certificated form) the Final Form of Acceptance
accompanying the Final Offer Document, which will, together, contain the full
terms and conditions of the Final Offer including details of how it may be
accepted. Any decision in respect of, or other response to, the Final Offer
should be made only on the basis of the information contained in the Final Offer
Document and the Final Form of Acceptance (read in conjunction with the First
Offer Document and First Form of Acceptance). 

Please be aware that addresses, electronic addresses and certain other
information provided by Faroe Shareholders, persons with information rights and
other relevant persons for the receipt of communications from Faroe may be
provided to DNO during the Offer Period as required under Section 4 of Appendix
4 of the Code to comply with Rule 2.11 of the Code.

Lambert Energy Advisory Limited, which is authorised and regulated in the UK by
the FCA, is acting exclusively for DNO and no-one else in connection with the
Final Offer and will not be responsible to anyone other than DNO for providing
the protections afforded to clients of Lambert Energy Advisory Limited nor for
providing advice in relation to the Final Offer or any other matters referred to
in the Final Offer Document, this announcement or otherwise.

Pareto Securities AS is acting exclusively for DNO and no-one else in connection
with the Final Offer and will not be responsible to anyone other than DNO for
providing the protections afforded to clients of Pareto Securities AS nor for
providing advice in relation to the Final Offer or any other matters referred to
in the Final Offer Document, this announcement or otherwise.

Overseas jurisdictions

The availability of the Final Offer to Faroe Shareholders who are not resident
in and citizens of the UK or the US may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK or the US should inform themselves of, and
observe, any applicable legal or regulatory requirements of their jurisdictions.
Further details in relation to Overseas Shareholders are contained in the Final
Offer Document.

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK or the US may be restricted by law and therefore
any persons who are subject to the law of any jurisdiction other than the UK or
the US should inform themselves about, and observe, any applicable requirements.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the Final
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the purposes
of complying with English law and the Code and the information disclosed may not
be the same as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside of England.

The Final Offer is not being made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Final Offer will not be and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.

Notice to US Faroe Shareholders

The Final Offer is being made for the securities of an English company and is
subject to UK disclosure requirements, which are different from those of the US.
The financial information included in the Final Offer Document has been prepared
in accordance with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are prepared in
accordance with generally accepted accounting principles in the US.

The Final Offer will be made in the US pursuant to an exemption from US tender
offer rules provided by Rule l4d-1I under the US Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the Final Offer will
be subject to disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement procedures and timing
of payments, that are different from those applicable under US domestic tender
offer procedures and law. If the Final Offer is instead implemented by means of
a scheme of arrangement as provided for under English law it will not be subject
to the tender offer rules of the US Exchange Act. Accordingly, the Final Offer
would be subject to disclosure requirements and practices applicable in the UK
to schemes of arrangement which differ from the disclosure requirements of US
tender offer rules.
The receipt of cash pursuant to the Final Offer by a US Faroe Shareholder will
likely be a taxable transaction for US federal income tax purposes and under
applicable state and local, as well as foreign and other tax laws. Each holder
of Faroe Shares is urged to consult his/her independent professional advisor
immediately regarding the tax consequences of acceptance of the Final Offer.

It may be difficult for US Faroe Shareholders to enforce their rights and any
claim arising out of the US federal securities laws, since DNO is located in a
country other than the US, and some or all of their officers and directors may
be residents of countries other than the US. US Faroe Shareholders may not be
able to sue a non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court’s
In accordance with normal UK practice, DNO or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Faroe Shares outside the US, other than pursuant to
the Final Offer, before or during the period in which the Final Offer remains
open for acceptance. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be available on the
London Stock Exchange website,

Forward looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Final Offer and other
information published by DNO contain statements which are, or may be deemed to
be, “forward-looking statements”. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current expectations
and projections of the management of DNO about future events and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Final Offer on DNO
and Faroe, the expected timing and scope of the Final Offer and other statements
other than historical facts. 
Often, but not always, forward-looking statements can be identified by the use
of forward-looking words such as “plans”, “expects” or “does not expect”, “is
expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, “believes” or variations of
such words and phrases or statements that certain actions, events or results
“may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be
achieved. Although DNO believes that the expectations reflected in such
forward-looking statements are reasonable, DNO can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include
the satisfaction of the Condition, as well as additional factors, for example,
oil and gas operations, particularly those relating to development stage assets
which are subject to varying inputs that may impact timing, including, inter
alia, permitting, environmental regulation, changes to regulators and
regulation, third party manufacturers and service providers, the weather and
asset partner and operator actions. Other unknown or unpredictable factors could
cause actual results to differ materially from those in the forward-looking
statements. Such forward-looking statements should therefore be construed in the
light of such factors. DNO, its associates, directors, officers and advisers
provide no representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with its legal or
regulatory obligations DNO is under no obligation, and DNO expressly disclaims
any intention or obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No profit forecasts or quantified benefits statement

No statement in this announcement is intended as a profit forecast, profit
estimate or qualified benefits statement and no statement in this announcement
should be interpreted to mean that earnings per Faroe Share or DNO share for the
current or future financial years would necessarily match or exceed the
respective historical published earning per Faroe Share or DNO share or to mean
that the enlarged group’s earnings in the first 12 months following the Final
Offer, or in any subsequent period, would necessarily match or be greater than
those of Faroe or DNO for the relevant preceding financial period or any other

Publication on website and hard copies

A copy of this announcement and the documents required to be published by Rule
26 of the Code is and will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on DNO’s website For the
avoidance of doubt, the contents of such website are not incorporated into and
do not form part of this announcement. 
You may request a hard copy of this announcement by contacting Equiniti Limited
on 0333 207 6399 or +44 121 415 0973 (if calling from outside the UK) or by
submitting a request in writing to Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA. Lines are open from 8.30
a.m. to 5.30 p.m. (London time) Monday to Friday (excluding English and Welsh
public holidays). Calls to the helpline from outside the UK will be charged at
applicable international rates. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited cannot provide advice on
the merits of the Final Offer nor give financial, tax, investment or legal
advice. If you have received this announcement in electronic form, copies of
this announcement and any document or information incorporated by reference into
this announcement will not be provided unless such a request is made.

About DNO

DNO is a Norwegian oil and gas operator focused on the Middle East and North
Sea. Founded in 1971 and listed on the Oslo Stock Exchange, DNO holds stakes in
onshore and offshore licences at various stages of exploration, development and

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