COMPLETED PRIVATE PLACEMENT

Published: January 13, 2017

Reference is made to announcements on 12 January 2017,
concerning a contemplated private placement in Reach Subsea
ASA (“REACH” or the “Company”).

The Company is pleased to announce that it has received
binding orders for subscription of and have allotted
48,609,900 shares (the “New Shares”) at the price of NOK
1.75, corresponding to gross proceeds of NOK 85 million (the
“Private Placement”).

The Private Placement was significantly oversubscribed.

Net proceeds from the Private Placement will be used for
acquisition of ROV spreads and general corporate purposes.
Issuance of the New Shares and completion of the Private
Placement remain subject to the approval by an extraordinary
general meeting (the “EGM”). The EGM is expected to be held
on or about 7 February 2017.

The Company’s shareholders North Energy Capital AS and
Accello Partners I AS, JT Invest AS, Invicta Invest AS, Bård
Thuen Høgheim and Joso Invest AS, together currently
representing approx. 55.11% of the Company’s share capital,
has in connection with the Private Placement undertaken to
vote in favour of the necessary corporate resolutions at the
EGM.

Subject to EGM approval, the payment date for the New Shares
will be on or about 8 February 2017, with delivery of the
New Shares expected to occur on or about 13 February 2017.
The New Shares to be issued will not be tradable on Oslo
Børs until a prospectus has been approved by the Norwegian
FSA. The Company will list the New Shares on either the N-
OTC or the Merkur Market under a separate ISIN number for
the period between issuance of the New Shares and the
approval and publication of the prospectus.

In order to complete the Private Placement, the Board will
propose that the EGM approves a waiver of the shareholders’
preferential rights. The Board considers this to be in the
Company’s and shareholders’ interest, in light i.a. of the
purpose of the Private Placement, timing and terms of the
equity issue and required participation and demand. The
Board will, however, propose that the EGM approves, subject
to completion of the Private Placement, the launch a
subsequent share offering (the “Subsequent Offering”). The
Subsequent Offering will be directed towards shareholders in
the Company, as of 12 January 2017, as registered with the
VPS 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 (“Eligible Shareholders”). The Company intends to
offer 8,571,500 shares to Eligible Shareholders.
Following completion of the Private Placement the share
capital of the Company has been increased to NOK 139,850,965
divided into 139,850,965 shares with a par value of NOK 1
each.

The following primary insiders (or related parties thereof)
of the Company have ordered and been allocated shares in the
Private Placement:

– Accello Partners I AS has ordered and been allocated
12,465,458 New Shares, and will following completion hold
40,109,712 shares in the Company. We refer to separate press
release from North Energy ASA 12.01.2017 for further details
regarding this post.

– AB Investment AS (Anders Onarheim) has ordered and been
allocated 523,800 New Shares, and will following completion
hold 922,147 shares in the Company.

– Kold Invest AS (Martha Kold Bakkevig) has ordered and been
allocated 350,000 New Shares, and will following completion
hold 867,175 shares in the Company.

– JOSO Invest AS (Kåre Johannes Lie) has ordered and been
allocated 350,000 New Shares, and will following completion
hold 7,564,589 shares in the Company.

– Consus AS (Rune Lande) has ordered and been allocated
199,500 New Shares, and will following completion hold
960,425 shares in the Company.

– JT Invest AS (Jostein Alendal) has ordered and been
allocated 228,000 New Shares, and will following completion
hold 5,529,539 shares in the Company.

– Tyrihans Management AS (Sverre B. Mikkelsen) has ordered
and been allocated 70,000 New Shares, and will following
completion hold 376,250 shares in the Company.

Arctic Securities AS and Clarksons Platou Securities AS have
acted as Joint Lead Managers and Bookrunners in the Private
Placement.

For further information please contact:
Birgitte Wendelbo Johansen, CFO.
www.reachsubsea.no

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