Completed private placement
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Reference is made to the stock exchange notices on 3 May 2013 regarding the contemplated private placement of new shares in Reach Subsea ASA (“Reach Subsea” or the “Company”) raising gross proceeds of NOK 50-100 million (the “Private Placement”).
The Company hereby announces that it has raised NOK 101.56 million in gross proceeds through the Private Placement of 31,737,500 new shares, each with a nominal value of NOK 1.00, at a subscription price of NOK 3.20 per share. The Private Placement took place through a bookbuilding process and represents approximately 72% of the current outstanding share capital of the Company. The Private Placement was over-subscribed and supported by existing shareholders, as well as new investors. Proceeds from the Private Placement will be used for growth investments, including required working capital for Normand Reach, equity financing of new ROV systems as well as general corporate purposes. Based on applications received from investors, the Company’s board of directors (the “Board of Directors”) has now, in consultations with the managers, allocated the new shares to the applicants. Notification of allotment and payment instructions will be sent to the applicants by the managers today 6 May 2013. Following the registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises, the Company will have an issued share capital of NOK 75,565,604 divided into 75,565,604 shares, each with a nominal value of NOK 1.00. Completion of the Private Placement is subject to the following conditions being satisfied: (i) All necessary corporate resolutions being validly made, including the resolution by an extraordinary general meeting of the Company expected to be held on or about 28 May 2013 (the “EGM”) to issue the new shares in the Private Placement. (ii) Payment being received for the new shares to be issued in the Private Placement. (iii) Registration of the share capital increase pertaining to the Private Placement with the Norwegian Register of Business Enterprises. Payment for the new shares shall take place the first business day following the EGM (i.e. on or about 29 May 2013), and the new shares are expected to be delivered to investors and be tradable on or about 3 June 2013. The Company will prepare a prospectus for the listing on the Oslo Stock Exchange of the shares allocated in the Private Placement. In the event that the prospectus is not approved prior to the delivery of the new shares, the new shares will upon delivery be registered under a separate securities number (ISIN) and not be tradable on the Oslo Stock Exchange until the prospectus has been approved by the Financial Supervisory Authority of Norway (“NFSA”) and published. The prospectus will be published as soon as it is approved by the NFSA. The Company will carry out a subsequent offering of shares (a “Subsequent Offering”) where the shareholders in the Company as of 3 May 2013, except for shareholders having been invited to subscribe for shares in the pre-sounding of the Private Placement, shareholders contacted by the managers during the application period for the Private Placement and shareholders allocated shares in the Private Placement, will to the extent permitted by applicable law, receive non-tradable subscription rights based on their shareholding as of that date. The Company’s share will be traded exclusive of the right to participate in a Subsequent Offering from and including today, 6 May 2013. The subscription price in a Subsequent Offering will be the same as in the Private Placement (NOK 3.20), and a total of 438,281355,960 new shares will be offered. This means that each entitled shareholder will receive the right to subscribe for and be allotted around 0.5 new shares for each share held as of 3 May 2013.
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 NFSA.
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.