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REACH – EXTRAORDINARY GENERAL MEETING
Please find attached the minutes from the
extraordinary general meeting in Reach Subsea ASA
(“Reach Subsea” or the “Company”) held on 29 May 2013
resolving inter alia a private placement of
31,737,500 new shares.
The authorisation granted to the Board of Directors
to carry out a subsequent offering was increased to
704,240 shares as a consequence of adjusted
subscription criteria in the subsequent offering. The
shares in the subsequent offering may, to the extent
permitted by applicable law, be subscribed for by
shareholders in the Company as of 3 May 2013 holding
less than 85,500 shares in the Company as of such
date, except for shareholders being (i) employees or
board members in the Reach group, (ii) companies
controlled by employees or board members in the Reach
group, or (iii) allocated shares in the private
placement. Each eligible shareholder will receive non-
tradable subscription rights based on their
shareholding as of 3 May 2013. The subscription price
in the subsequent offering will be the same as in the
private placement (i.e. NOK 3.20 per share) and a
total of 704,240 new shares will be offered. This
means that each entitled shareholder will receive the
right to subscribe for and be allotted 0.5 new shares
for each share held as of 3 May 2013. Over-
subscription will not be allowed. The subsequent
offering will be launched as soon as practicably
possible after the publication of a prospectus, which
is subject to the approval by the Financial
Supervisory Authority of Norway.
Pareto Securities AS, Swedbank First Securities and
SR-Bank Markets acted as managers for the private
placement.
For further information, please contact:
Anders Onarheim, Board member
Phone: +47 97 40 15 11
Birgitte Wendelbo Johansen, Chief Financial Officer
Phone: +47 99 45 12 79
IMPORTANT NOTICE:
This announcement is not and does not form a part of
any offer for sale of securities.
Copies of this announcement are not being made and
may not be distributed or sent into the United
States, Australia, Canada, Japan or any other
jurisdiction in which such distribution would be
unlawful or would require registration or other
measures.
The securities referred to in this announcement have
not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in
the United States absent registration or an exemption
from the registration requirements of the Securities
Act and in accordance with applicable U.S. state
securities laws. The Company does not intend to
register any part of the offering in the United
States or to conduct a public offering of securities
in the United States. Any offering of the securities
referred to in this announcement will be made by
means of a prospectus.
This announcement is not a prospectus for the
purposes of Directive 2003/71/EC (together with any
applicable implementing measures in any Member State,
the “Prospectus Directive”). Investors should not
subscribe for any securities referred to in this
announcement except on the basis of information
contained in the aforementioned prospectus. In any
EEA Member State other than Norway that has
implemented the Prospectus Directive, this
communication is only addressed to and is only
directed at qualified investors in that Member State
within the meaning of the Prospectus Directive, i.e.,
only to investors who can receive the offer without
an approved prospectus in such EEA Member State.
This communication is only being distributed to and
is only directed at persons in the United Kingdom
that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended
(the “Order”) or (ii) high net worth entities, and
other persons to whom this announcement may lawfully
be communicated, falling within Article 49(2)(a) to
(d) of the Order (all such persons together being
referred to as “relevant persons”). This
communication must not be acted on or relied on by
persons who are not relevant persons. Any investment
or investment activity to which this communication
relates is available only to relevant persons and
will be engaged in only with relevant persons.
Persons distributing this communication must satisfy
themselves that it is lawful to do so.
The information, opinions and forward-looking
statements contained in this announcement speak only
as at its date, and are subject to change without
notice