Seaway 7 ASA: New share capital registered

04 Nov 2022 11:00 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA,
JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Reference is made to the stock exchange announcement by Seaway 7 ASA (the
"Company" or "Seaway7") on 26 October 2022 regarding the final results of the
fully underwritten rights issue of 436,562,575 new shares in the Company at a
subscription price of NOK 4.83 per share (the "Rights Issue").

The share capital increase pertaining to the Rights Issue has now been
registered with the Norwegian Register of Business Enterprises (Nw.
Foretaksregisteret). Following such registration, the Company has a share
capital of NOK 87,312,515 representing 873,125,150 shares, each with a nominal
value of NOK 0.10.

For further information, please contact:
Mark Hodgkinson
ir@seaway7.com

About Seaway7
Seaway7 is a global leader in the delivery of fixed offshore wind projects,
committed to contributing to an efficient and sustainable energy supply for the
future.

Seaway7 is listed on Euronext Growth Oslo (SEAW7).

IMPORTANT NOTICE
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. Any offering of the securities referred to in this announcement will
be made by means of a prospectus approved by the Financial Supervisory Authority
of Norway and published by the Company. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned prospectus.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.

This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than Norway, which has
implemented the Prospectus Regulation (EU)(2017/1129, as amended, the
“Prospectus Regulation”) (each, a “Relevant Member State”) will be made pursuant
to an exemption under the Prospectus Regulation, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of
securities. Accordingly any person making or intending to make any offer in that
Relevant Member State of securities which are the subject of the offering
contemplated in this announcement, may only do so in circumstances in which no
obligation arises for the Company or the Manager to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 16 of the Prospectus Regulation, in each case, in relation
to such offer. Neither the Company nor the Manager have authorised, nor do they
authorise, the making of any offer of the securities through any financial
intermediary, other than offers made by the Manager which constitute the final
placement of the securities contemplated in this announcement. Neither the
Company nor the Manager have authorised, nor do they authorise, the making of
any offer of securities in circumstances in which an obligation arises for the
Company or any Manager to publish or supplement a prospectus for such offer.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement 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”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. 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’ section of the Group’s Annual Report.
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)
unanticipated delays or cancellation of projects included in our backlog; (v)
competition and price fluctuations in the markets and businesses in which we
operate; (vi) the loss of, or deterioration in our relationship with, any
significant clients; (vii) the outcome of legal proceedings or governmental
inquiries; (viii) 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; (ix) the effects of a pandemic or epidemic or a natural disaster;
(x) changes in, or our failure to comply with, applicable laws and regulations
(including regulatory measures addressing climate change); (xi) operating
hazards, including spills, environmental damage, personal or property damage and
business interruptions caused by adverse weather; (xii) equipment or mechanical
failures, which could increase costs, impair revenue and result in penalties for
failure to meet project completion requirements; (xiii) the timely delivery of
vessels on order; (xiv) our ability to keep pace with technological changes and
the impact of potential information technology, cyber security or data security
breaches; and (xv) 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.

Neither the Manager nor any of its affiliates makes any representation as to the
accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the Manager
nor any of its affiliates accepts any liability arising from the use of this
announcement.

In connection with the Rights Issue, the Manager and any of its affiliates,
acting as investors for their own accounts, may subscribe for or purchase shares
and in that capacity may retain, purchase, sell, offer to sell or otherwise deal
for their own accounts in such shares and other securities of the Company or
related investments in connection with the Rights Issue or otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, such Manager and any of its affiliates acting as investors for
their own accounts. The Manager do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.

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