Luxembourg – 28 April 2023 – Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) refers to the stock exchange release dated 25 April 2023 where Subsea 7 S.A. (the “Offeror” or “Subsea7”) announced completion of the voluntary exchange offer (the “Offer”) to acquire all the outstanding shares in Seaway 7 ASA (“Seaway7”) not already held directly or indirectly by Subsea7. Following completion and settlement of the Offer and subsequent market trades, Subsea7 holds, directly and indirectly, a total of 868,566,999 shares in Seaway7, equivalent to approximately 99.48% of the outstanding shares and votes in Seaway7.
Subsea7 has resolved, effective from after close of trading on Euronext Growth Oslo today, 28 April 2023, to carry out a compulsory acquisition of all remaining shares in Seaway7 not owned directly or indirectly by Subsea7, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act.
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The rights and ownership of the remaining shares are, as of the date hereof, automatically transferred to the Offeror, pursuant to section 4-25 of the Norwegian Public Limited Liability Companies Act. Accordingly, the Offeror is, as of the date hereof, Seaway7’s sole ultimate shareholder, holding, directly and indirectly, 100% of the shares and voting rights in Seaway7.
The offered redemption price in the compulsory acquisition is NOK 6.15 per share in Seaway7. The aggregate redemption amount has been placed on a separate bank account in accordance with Section 4-25 of the Norwegian Public Limited Liability Companies Act.
A notice regarding the compulsory acquisition will be sent to all former Seaway7 shareholders that are subject to the compulsory acquisition and whose addresses are known. In addition, the compulsory acquisition will be announced in the electronic notice service of the Norwegian Register of Business Enterprises.
Any objections to, or rejection of, the offered redemption price must be made at the latest by 23:59 (CEST) on 4 July 2023. Former shareholders of Seaway7 who do not object to, or reject, the offered redemption price within this deadline will be deemed to have accepted the offered redemption price. Settlement of the offered redemption price to non-objecting shareholders will take place on or about 10 July 2023.
As a consequence of the compulsory acquisition, Subsea7 will pursue a delisting of Seaway7’s shares from Euronext Growth Oslo. A separate stock exchange announcement will be published regarding such delisting.
Fearnley Securities AS is acting as receiving agent and Advokatfirmaet Wiersholm AS is acting as legal advisor to Subsea7.
Subsea7 is a global leader in the delivery of offshore projects and services for the evolving energy industry. We create sustainable value by being the industry’s partner and employer of choice in delivering the efficient offshore solutions the world needs.
Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI 222100AIF0CBCY80AH62.
Contact for investment community enquiries:
Katherine Tonks
Investor Relations Director
Tel +44 20 8210 5568
ir@subsea7.com
Forward-Looking Statements: This announcement may contain ‘forward-looking statements’ (within the meaning of the safe harbour provisions of the U.S. Private Securities Litigation Reform Act of 1995). These statements relate to our current expectations, beliefs, intentions, assumptions or strategies regarding the future and are subject to known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements may be identified by the use of words such as ‘anticipate’, ‘believe’, ‘estimate’, ‘expect’, ‘future’, ‘goal’, ‘intend’, ‘likely’ ‘may’, ‘plan’, ‘project’, ‘seek’, ‘should’, ‘strategy’ ‘will’, and similar expressions. The principal risks which could affect future operations of the Group are described in the ‘Risk Management’ section of the Group’s Annual Report and Consolidated Financial Statements. Factors that may cause actual and future results and trends to differ materially from our forward-looking statements include (but are not limited to): (i) our ability to deliver fixed price projects in accordance with client expectations and within the parameters of our bids, and to avoid cost overruns; (ii) our ability to collect receivables, negotiate variation orders and collect the related revenue; (iii) our ability to recover costs on significant projects; (iv) capital expenditure by oil and gas companies, which is affected by fluctuations in the price of, and demand for, crude oil and natural gas; (v) unanticipated delays or cancellation of projects included in our backlog; (vi) competition and price fluctuations in the markets and businesses in which we operate; (vii) the loss of, or deterioration in our relationship with, any significant clients; (viii) the outcome of legal proceedings or governmental inquiries; (ix) uncertainties inherent in operating internationally, including economic, political and social instability, boycotts or embargoes, labour unrest, changes in foreign governmental regulations, corruption and currency fluctuations; (x) the effects of a pandemic or epidemic or a natural disaster; (xi) liability to third parties for the failure of our joint venture partners to fulfil their obligations; (xii) changes in, or our failure to comply with, applicable laws and regulations (including regulatory measures addressing climate change); (xiii) operating hazards, including spills, environmental damage, personal or property damage and business interruptions caused by adverse weather; (xiv) equipment or mechanical failures, which could increase costs, impair revenue and result in penalties for failure to meet project completion requirements; (xv) the timely delivery of vessels on order and the timely completion of ship conversion programmes; (xvi) our ability to keep pace with technological changes and the impact of potential information technology, cyber security or data security breaches; and (xvii) the effectiveness of our disclosure controls and procedures and internal control over financial reporting. Many of these factors are beyond our ability to control or predict. Given these uncertainties, you should not place undue reliance on the forward-looking statements. Each forward-looking statement speaks only as of the date of this announcement. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This information is subject to the disclosure requirements pursuant to Section 5-12 in the Norwegian Securities Trading Act.
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