Approval of Prospectus in Connection with Rights Issued and Listing of Subscription Rights

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS STOCK EXCHANGE NOTICE

SIEM OFFSHORE INC. - APPROVAL OF PROSPECTUS IN CONNECTION WITH RIGHTS ISSUE AND LISTING OF SUBSCRIPTION RIGHTS

Reference is made to announcements from Siem Offshore Inc. (the "Company") regarding the fully underwritten rights issue directed towards shareholders of the Company (the "Rights Offering"). The Financial Supervisory Authority of Norway ("Finanstilsynet") has on 26 May 2017 approved a prospectus for the offering and listing of 100,000,000 new shares in the Company at a subscription price of NOK 1.90 per new share with tradable subscription rights. 

The prospectus will be made publicly available at the offices of the Company (c/o Siem Offshore Management AS at Nodeviga 14, 4610 Kristiansand, Norway). The prospectus may be downloaded here and will also be made available and on www.swedbank.no.

The subscription period in the Rights Offering commences 30 May 2017 and expires 12 June 2017 at 16:30 CET. The shares to be issued in the Rights Offering are expected to be delivered to investors and be tradable on or about 23 June 2017.

The Company's shareholders as of 23 May 2017 (as registered in the Company's shareholder register in the VPS on 23 May 2017) who are not resident in a jurisdiction where such offering would be unlawful, or (in jurisdictions other than Norway) would require any prospectus filing, registration or similar action, will receive 0.1187 subscription rights for each share that they own in the Company on the above-mentioned date. The number of subscription rights issued to each shareholder has been rounded down to the nearest whole subscription right. The holders of subscription rights will be entitled to subscribe for and be allocated one (1) new share for every (1) subscription right held. Oversubscription and subscription without subscription rights is permitted.The subscription rights will be fully tradable and listed on the Oslo Stock Exchange with ticker code "SIOFF T" in the period from 30 May 2017 to 8 June 2017.

Subscription rights that have not been sold prior to the expiry of the trading period for the subscription rights or that have not been used to subscribe for shares prior to the expiry of the subscription period will lapse and no longer have any value for the holders.

Shareholders who do not exercise their subscription rights will have their ownership percentage diluted by 10.62%.

New shares may be subscribed by investors who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway which would require any filing, registration or similar action. Regarding further restrictions in respect of who may be allocated or permitted to acquire or exercise subscription rights / subscribe for new shares, reference is made to Section 14 "Selling and transfer restrictions" in the prospectus.

The largest shareholder of the Company, Siem Europe S.a r.l., has fully underwritten the Rights Offering at a guarantee commission of 1% (the " Underwriting Agreement "). The underwriter's obligation was subject to certain customary conditions, inter alia final and valid resolutions being approved by the Company and the prospectus being approved. These conditions have been met. In addition, the underwriter's obligation is conditional on:

 "that no change, event, effect, or condition (which shall result not only from events occurring after the signing of the underwriting agreement, but also as a result of, separately or in combination with, any previously undisclosed circumstances) occurs prior to such time as payment for the new shares is due, that has or would be expected to have, in the opinion of the underwriter, acting in good faith, individually or in the aggregate, a material adverse effect on the conditions, assets, operations, results or prospectus of the Company and its subsidiaries taken as a whole."

The completion of the Rights Offering is subject to the condition that, unless the Rights Offering is fully subscribed, the Underwriting Agreement remaining in full force and effect. If it becomes clear that the above conditions will not be fulfilled, the Rights Offering will be withdrawn. If the Rights Offering is withdrawn, all subscription rights will lapse without value, any subscriptions for, and allocations of, new shares that have been made will be disregarded and any payments for new shares made will be returned to the subscribers without interest or any other compensation. The lapsing of subscription rights shall be without prejudice to the validity of any trades in subscription rights, and investors will not receive any refund or compensation in respect of subscription rights purchased in the market.

 

For further queries, please contact:

CFO, Dagfinn B. Lie, Tel.: +47 90 19 90 51

 

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).

This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company or Swedbank as manager assumes any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation

of the securities laws of any such jurisdiction. Swedbank is acting for the Company and no one else in connection with the Rights Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

 

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This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Published 26-05-2017 in the Investor category
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