Reach Subsea ASA: Registration of prospectus and launch of 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.
Haugesund, 12 March 2023: Reference is made to the stock exchange notice
published by Reach Subsea ASA ("Reach" or the "Company") (Oslo Børs: REACH) on
15 February 2023 announcing the successfully placed private placement of
29,411,000 new shares, raising gross proceeds of approximately NOK 125 million
(the "Private Placement"), and a potential subsequent offering to be carried out
by the Company (the "Subsequent Offering").
The Company has today submitted a national prospectus (the "Prospectus") for
registration with the Norwegian Register of Business Enterprises ("NRBE") in
accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the
Financial Supervisory Authority of Norway nor any other public authority has
carried out any form of review, control, or approval of the Prospectus. This
Prospectus does not constitute an EEA-prospectus.
The Prospectus will be made available electronically at www.arctic.com -
https://www.arctic.com, www.fearnleysecurities.com -
https://www.fearnleysecurities.com, and www.sb1markets.no -
http://www.sb1markets.no, prior to the commencement of the Subscription Period
(as defined below), expected to be published on or about 14 March 2023.
The Subsequent Offering
The Subsequent Offering comprises the issue of up to 3,000,000 new shares (the
"Offer Shares") in the Company, each with a nominal value of NOK 1, at a
subscription price of NOK 4.25 per share. Total gross proceeds will amount to
approximately NOK 12,750,000 provided that all Offer Shares are subscribed for
in full.
The Subsequent Offering will be directed towards shareholders of the Company as
of 15 February 2023 (as registered with the VPS on 17 February 2023) (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 (1) Offer Share in the Subsequent Offering.
Over-subscription by Eligible Shareholders having received subscription rights
will be permitted