Contemplated Private Placement

Siem Offshore Inc ("Siem Offshore" or the "Company") has decided to conduct a private placement of new shares directed towards professional Norwegian and international investors after the close of the Oslo Stock Exchange today.

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES
 
Siem Offshore Inc ("Siem Offshore" or the "Company") has decided to conduct a private placement of new shares directed towards professional Norwegian and international investors after the close of the Oslo Stock Exchange today. The private placement will
amount to up to NOK 900 million. In addition, the Company will have an over-allotment option of up to an additional NOK 100 million.
 
The net proceeds to the Company will secure full financing of newbuilding commitments, help the Company seize growth opportunities arising and be used for general corporate purposes.
 
Siem Industries Inc. ("Siem Industries"), the Company's largest shareholder, supports the
transaction and will subscribe for its pro rata shareholding of ~33.7%. 
 
The price in the private placement will be determined through an accelerated book-building process, and the minimum order has been set to the number of shares that equals an aggregate purchase price of at least the NOK equivalent of EUR 50,000.
 
The subscribers in the private placement will be delivered existing and unencumbered shares in the Company that are already listed on Oslo Stock Exchange, pursuant to a share lending agreement entered into between Siem Offshore, Siem Industries
and Fondsfinans ASA. The shares delivered to the subscribers will thus be tradable from the date they are allocated. A listing prospectus will be prepared in connection with the listing on the Oslo Stock Exchange of the new shares issued in the private
placement.
 
The book-building period opens today at 17:30 CET (30 June 2009) and closes on 1 July 2009 at 08:30 CET. The joint bookrunners may, however, at any time resolve to close or extend the book-building period at their sole discretion.
 
Siem Offshore has retained Carnegie ASA and Fondsfinans ASA as joint lead managers and joint bookrunners for the private placement with DnB NOR Markets and SEB Enskilda AS acting as co-lead managers.
 
30 June 2009
 
For further enquiries, please contact:
Kristian Siem, Chairman of the Board
+ 44 774 77 77 703
***
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES:
 
The shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and will be offered within the United States only to qualified institutional buyers ("QIB"), as defined in Rule 144A under the U.S. Securities Act ("Rule 144A") or an "Accredited
Investor" as defined under Rule 501(A) of the US Securities Act and in reliance upon an exemption from the registration requirements in the US Securities Act, and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. Any US investor will be requested to sign and return an investor representation letter certifying that it is either a QIB or an Accredited Investor. The shares to be offered will be subject to certain restrictions on transfer. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any country in which such offer, solicitation or sale would be unlawful.

Published 30-06-2009 in the Investor category
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