Reach Subsea ASA - approved prospectus and launch of subsequent
offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART
DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED
STATES
Reference is made to previous announcements from Reach Subsea ASA
(the "Company").
The Financial Supervisory Authority of Norway has approved a
prospectus prepared by the Company covering the listing of
48,609,900 new shares (the "New Shares") issued in a private
placement conducted on 12 January 2017 (the "Private Placement"),
and the offer and listing of up to 6,399,070 new shares (the "Offer
Shares") in connection with the Subsequent Offering.
The New Shares are currently trading with ISIN NO 0010782600 on
Merkur Market with the ticker-code REACH-ME on an interim basis.
Following the publication of the prospectus on 27 February 2017, the
New Shares will assume the Company's ordinary ISIN (being NO
0003117202) and be admitted to trading on Oslo Børs. As a
consequence, it is expected that the last day of listing of the
shares on Merkur Market will be Monday 27 February 2017.
The Subsequent Offering comprises an offering of up 6,399,070 Offer
Shares at a subscription price of NOK 1.75. The Subsequent Offering
is directed towards the Company's shareholders as of 12 January
2017, as documented by the shareholder register in the Norwegian
Central Securities Depository two trading days thereafter (the
"Record Date"), who were not invited to participate, or applied for
but were not allocated shares, in the Private Placement, and who are
not resident in a jurisdiction where such offering would be unlawful
or (for jurisdictions other than Norway) would require any
prospectus, filing, registration or similar action, and who are not
employees in Reach Subsea AS ("Eligible Shareholders").
Eligible Shareholders will receive non-transferable subscription
rights based on their shareholding as of the Record Date. Eligible
Shareholders will be granted approximately 0.35784 subscriptions
rights for each share held as of the Record Date. The subscription
rights will give Eligible Shareholders a preferential right to
subscribe for and be allocated shares in the Subsequent Offering.
Over-subscription and subscription without subscription rights will
not be permitted. The subscription price in the Subsequent Offering
will be equal to the subscription price in the Private Placement,
i.e. NOK 1.75 per Offer Share. Each Subscription Right will give the
right to subscribe for one Offer Share in the Subsequent Offering.
The subscription period commences on 27 February 2017 and expires on
10 March 2017 at 16:30 CET (the "Subscription Period").
The Subsequent Offering is managed by Arctic Securities AS and
Clarksons Platou Securities AS.
The Prospectus together with the Subscription Form will be available
prior to the commencement of the subscription period at
www.reachsubsea.no, www.arctic.com or
http://securities.clarksons.com, and will also be available free of
charge at the business office of the Company.
Subscriptions may be made by duly completing and delivering the
subscription form, in accordance with the terms and conditions set
out in the Prospectus, to one of the following subscription offices
before the end of the Subscription Period:
Arctic Securities AS
Tel: +47 21 01 31 00
www.arctic.com
Clarksons Platou Securities AS
Tel: +47 22 01 63 00
http://securities.clarksons.com
Norwegian investors with a VPS account can in addition subscribe for
Offer Shares online at www.arctic.com or
http://securities.clarksons.com.
This information is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act.
* * * * *
Important information:
The release is not for publication or distribution, in whole or in
part directly or indirectly, in or into Australia, Canada, Japan or
the United States (including its territories and possessions, any
state of the United States and the District of Columbia).
This release is an announcement issued pursuant to legal information
obligations, and is subject of the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. It is
issued for information purposes only, and does not constitute or
form part of any offer or solicitation to purchase or subscribe for
securities, in the United States or in any other jurisdiction. The
securities mentioned herein have not been, and will not be
registered under the United States Act of 1933, as amended (the
"Securities Act"). The Securities may not be offered or sold in
United States except pursuant to an exemption from the registration
requirements of the Securities Act. The Company does not intend to
register any portion of the offering of the securities in the United
States or to conduct a public offering of the securities in United
States. Copies of this announcement are not being made and may not
be distributed or sent into Australia, Canada, Japan or the United
States. The subscription or purchase of shares in the Company is
subject to specific legal or regulatory restrictions in certain
jurisdictions. Neither the Company nor the Managers assumes any
responsibility in the event there is a violation by any person of
such restrictions.
The distribution of this release may in certain jurisdictions be
restricted by law. Persons into whose possession this release comes
should inform themselves about and observe any such restrictions.
Any failure to comply with these restrictions may constitute
violation of the securities laws of any such jurisdiction. The
Managers are acting for the Company and no one else in connection
with the Subsequent Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients or for providing advice in relation to any
other matter referred to in this release.
Forward-looking statements:
This release and any materials distributed in connection with this
release may contain certain forward-looking statements. By their
nature, forward-looking statements involve risk and uncertainty
because they reflect the Company's current expectations and
assumptions as to future events and circumstances that may not prove
accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or
implied by these forward-looking statements.