Noreco provides an offer to buy back NOR10 bonds


Not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Canada, Australia, Hong Kong or Japan or any other jurisdiction in which the release, publication or distribution would be unlawful.

Oslo, 18 December 2015: Norwegian Energy Company ASA (“Noreco”, the "Issuer" or the “Company”) announces an offer to buy back NOR10 bonds up to a nominal amount of NOK 235 million (the "Buy-Back Offer”). NOR10 (ISIN: NO0010697030) is a secured callable bond issue maturing on 6 March 2018.

The Buy-Back Offer is conducted as an offer to all bondholders (subject to applicable legal restrictions) to sell all or a portion of their NOR 10 bonds at a fixed price of 85% of par value (accrued interest will not be compensated), where Noreco, through the Manager (as defined below), will receive offers for desired volume(s) for sale from the bondholders on a confidential basis. The Buy-Back Offer will be settled in cash.

Bondholders who wish to accept the Buy-Back Offer should contact the Manager (see details below) or alternatively complete and submit the attached offer form (the "Bondholders Offer Form"). As follows from the Bondholders Offer Form, only beneficial bondholders may tender Bonds in the Buy-Back Offer. Bonds may not be offered by or through custodians or nominees.

Sales offers must be submitted within 12:00 CET on 28 December 2015. The result of the Buy-Back Offer will be announced before 09:00 CET 29 December 2015. Settlement is expected to occur on or about 05 January 2016.

Arctic Securities AS (“Arctic” or the “Manager”) is acting as sole manager for the buy-back.

The Issuer reserves the right to, in its sole discretion, waive, amend, extend, accelerate, terminate or withdraw the Buy-Back Offer at any time. Information regarding any such amendments will be published under the Company's ticker on

In the event that sales orders in the Buy-Back Offer exceed the resolved buy-back amount, allocation will be sought done by the Company on a pro-rata basis, however so that other factors (such as size of holdings and bondholder base) may also be taken into account. The Company reserves the right, to reject and/or reduce any order.

For more information, please contact representatives at Arctic Fixed Income Sales:

To be considered in the Buy-Back Offer, orders must be received by Arctic no later than 12:00 CET 28 December 2015:

Board member of Noreco, Riulf Rustad, will tender his entire holding in the buy-back, subject to same pro-rata allocation as other investors.

Attachment: Bondholders Offer Form

Important information and restrictions:

The Buy-Back Offer, any Bondholders Offer Form and any acceptances thereof are subject to Norwegian law, with Oslo City Court as the agreed legal venue.

The Buy-Back Offer is not directed to persons in any jurisdiction where the Buy-Back Offer would be in violation of applicable laws or where making or acceptance of the offer requires that (i) further documents are issued in order for the Buy-Back Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Buy-Back Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. No securities are being offered for sale or subscription to any person in any jurisdiction by this Buy-Back Offer.

The Buy-Back Offer is not being made directly or indirectly in, the United States of America, its territories and possessions, any State of the United States and the District of Columbia (the "United States"). Any purported offer or agreement to sell Bonds in the Buy-Back Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer and/or agreement to sell Bonds made by a person appearing or otherwise believed by the Issuer to be located or resident in the United States, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

The Issuer will only accept offers with respect to the Bonds from a bondholder or beneficial owner of the Bonds (or any person acting as agent, custodian, fiduciary or other intermediary capacity for a bondholder or beneficial owner) who is not a U.S. person (as such term is defined pursuant to Regulation S under the US Securities Act of 1933, as amended (the "Securities Act") and who is outside the United States. Each person participating in the Buy-Back Offer will represent that it or any beneficial owner of the Bonds or any person on whose behalf such person is acting is not a U.S. person or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its offer pursuant to the Buy-Back Offer.

The information contained in this Buy-Back Offer does not constitute an invitation or inducement to engage in investment activity within the meaning of the United Kingdom Financial Services and Markets Act 2000. In the United Kingdom, this announcement is being distributed only to, and is directed only at (i) persons who are outside the United Kingdom, (ii) persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")), (iii) persons who are within Article 43 of the Financial Promotion Order or (iv) any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as "relevant persons"). This announcement and the Buy-Back to bondholders is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.

For further applicable restrictions, please see the attached Bondholders Offer Form.

Each bondholder is responsible for any taxes as a consequence of its acceptance of the Buy-Back Offer. The Issuer assumes no responsibility for any tax liability resulting from the acceptance of the Buy-Back Offer.

This document contains forward-looking statements and information that is necessarily subject to risks, uncertainties, and assumptions. No assurance can be given that the transactions described herein will be consummated or as to the terms of any such transactions. The Issuer assumes no obligation to update or correct the information contained in this announcement.

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Offer form NOR10