Fully Underwritten Rights Issue

18 May 2017. The board of directors of Siem Offshore Inc (the “Company”) has resolved to carry out a fully underwritten rights’ issue with gross proceeds of NOK 190 million (the "Rights Issue").

The net proceeds from the Rights Issue will be used for working capital purposes and some minor capital investments and to serve interest and instalments on the Company´s debt in accordance with its repayment schedules and thereby continue to reduce the Company's debt leverage.

The subscription price in the Rights Issue is set to NOK 1.90 per new share and 100,000,000 new shares will be issued.

In connection with the Rights Issue, the Company has entered into an underwriting agreement with Siem Europe S.à r.l. (the “Underwriter”), a wholly owned subsidiary of Siem Industries Inc, who upon and subject to certain conditions underwrite the subscription of all the shares to be offered in the Rights Issue. New shares not subscribed for by the end of the subscription period will thus be allocated to the Underwriter. The Underwriter will receive an underwriting fee corresponding to 1.00% of the underwritten amount.

A prospectus relating to the Rights Issue, to be approved by the Financial Supervisory Authority of Norway, will be prepared by the Company. The prospectus will be made public prior to the subscription period and represent the subscription material for the Rights Issue. Provided that the prospectus for the Rights Issue is approved by the Financial Supervisory Authority of Norway in time, the subscription period will commence on 30 May 2017 and end on 12 June at 16:30 hours (CET). If the prospectus is not approved in time to maintain this subscription period, the subscription period will commence on the first trading day on the Oslo Stock Exchange following approval of the prospectus and end two weeks thereafter.

Existing shareholders will be granted subscription rights for the shares offered in the Rights Issue pro rata to their existing shareholding in the Company. The shareholders will receive subscription rights on the basis of their shareholding in the Company as of the expiry of 19 May 2017 (as registered in the Company's shareholder register in the VPS as of the expiry of 23 May 2017 (the “Record Date”)). Oversubscription and subscription without subscription rights will be permitted. The subscription rights will be freely tradable and listed on the Oslo Stock Exchange.

The Company has appointed Swedbank Corporate Finance as Manager for the Rights Issue. Advokatfirmaet Wiersholm AS is the Company's legal counsel.

For further queries, please contact:

Dagfinn B Lie

Chief Financial Officer

Siem Offshore Inc.

Mobile phone: +47 90 19 90 51

 

IMORTANT INFORMATION:

This announcement is not an offer to sell or a solicitation of offers to purchase or subscribe for securities of Siem Offshore Inc. This announcement is not a prospectus for the purposes of Directive 2003/71/EC (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Directive"). Copies of this announcement may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. A decision to invest in securities of Siem Offshore Inc referred to in this announcement should be based exclusively on the prospectus published by Siem Offshore Inc for such purpose.

This announcement and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or publications with a general circulation in the United States. This announcement does not constitute an offer or invitation to subscribe for or to purchase any securities in the United States of America. The new shares referred to herein have not been and will not be registered under the Securities Act or the laws of any state and may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). There will be no public offering of the new shares in the United States of America.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order") or (iii) high net worth entities, and other persons to whom it 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").

The new shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Prospectus Directive is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe," "assume," "expect," "forecast," "project," "may," "could," "might," "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Siem Offshore Inc and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward- looking statements. Siem Offshore Inc assumes no responsibility to up-date forward-looking statements or to adapt them to future events or developments.

Published 18-05-2017 in the Investor category
Back