Reach Subsea ASA: Commencement of the subscription period in the Subsequent Offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
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Haugesund, 14 March 2023: Reference is made to the stock exchange notice published by Reach Subsea ASA (“Reach” or the “Company”) (Oslo Børs: REACH) on 12 March 2023 regarding the commencement of a subsequent offering (the “Subsequent Offering”) and registration of a national prospectus dated 10 March 2023 (the “Prospectus”).
The subscription period in the Subsequent Offering commences today, on 14 March 2023 and ends on 27 March 2023 at 16:30 hours (CET).
The Subsequent Offering is directed towards shareholders of the Company as of 15 February 2023 (as registered with the VPS on 17 February 2022) (the “Record Date”) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) 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”).
Each Eligible Shareholder will receive 0.03 non-tradeable Subscription Rights for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Offer Share in the Subsequent Offering. Over-subscription by Eligible Shareholders will be permitted; however, there can be no assurance that Offer Shares will be allocated for such subscriptions. Subscription without subscription rights will not be permitted.
Please see the Prospectus for more information about the Subsequent Offering. The Prospectus, including a subscription form, is made electronically available at www.arctic.com, www.fearnleysecurities.com, and www.sb1markets.no.
Advisors
Arctic Securities AS, Fearnley Securities AS, and SpareBank 1 Markets AS acts as managers (the “Managers”) in the Subsequent Offering.
Advokatfirmaet Schjødt AS acts as legal advisor to the Company.
For more information please contact:
Birgitte Wendelbo Johansen
Chief Financial Officer Reach Subsea ASA
bwj@reachsubsea.no
About Reach Subsea:
Reach Subsea ASA Group offers subsea services as a subcontractor and/or directly to end clients, based out of our head office in Haugesund. The core business of the Group is based on modern, high spec Work ROVs operated by highly-qualified offshore personnel, and supported by onshore engineering resources. The Group’s objective is to be a preferred subsea partner and full-service provider of subsea operations for clients, focusing on safety, environment, financial solidity and profitability. www.reachsubsea.no
IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of Reach. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 applicable 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 or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129, as amended, together with any applicable implementing measures in any 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 for 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.
Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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