EIOF - Successful completion of private placement

02 Mar 2023 23:58 CET

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

Bømlo, 2 March 2023: Reference is made to Eidesvik Offshore ASA's (OSE: EIOF)
("EIOF" or the "Company") stock exchange announcement dated 2 March 2023,
regarding a contemplated partially underwritten conditional private placement of
shares in the Company (the "Offer Shares"), raising gross proceeds of
approximately NOK 105 to 130 million (the "Offer Size") (the "Private
Placement"). The net proceeds to the Company from the Private Placement will be
used to fund the Company's share of the equity in the joint venture with Reach
Subsea, which main purpose is to acquire, own and operate the subsea IMR vessel
"Edda Sun" (to be named "Viking Reach") (the "JV Company"), working capital for
the JV and general corporate purposes.

The Company is pleased to announce that the Private Placement has been
successfully placed and will raise gross proceeds of approximately NOK 130
million, through the conditional allocation of 10,833,333 Offer Shares at a
price per Offer Share of NOK 12 (the "Offer Price").

The following persons discharging managerial responsibilities and their close
associates have been allocated Offer Shares in the Private Placement:

· Eidesvik Invest AS, the Company's largest shareholder and a close associate of
the Company's board members Borgny Eidesvik, Lars Eidesvik and Lauritz Eidesvik,
and board observer Kjetil Eidesvik, was allocated 6,484,833 Offer Shares.

· Vest-Norsk Handelskompani AS, a close associate of the Company's board member
Kristine Elisabeth Skeie, was allocated 166,666 Offer Shares.

Detailed statutory information on the above trades will be disclosed separately
following approval of the Private Placement by the EGM.

Following registration of the share capital increases pertaining to the Private
Placement, the Company will have a share capital of NOK 3,649,166.65 divided
into 72,983,333 shares, each with a nominal value of NOK 0.05.

Provided that the Conditions (defined below) are fulfilled, settlement of the
Offer Shares is expected to take place on a delivery versus payment (DVP) basis
on or about 28 March 2023. DVP settlement of the Offer Shares will be
facilitated by a share lending agreement between the Company, the Manager and
the Majority Shareholder (the "Share Lending Agreement").

The completion of the Private Placement is subject to, inter alia, the following
conditions (jointly, the "Conditions"); (i) an extraordinary general meeting
(the "EGM", to be held on or about 24 March 2023) in the Company resolving to
approve the Private Placement and issue the Offer Shares and ancillary corporate
resolutions to implement the Private Placement, including an authorisation to
the Board to carry out the Subsequent Offering (as defined below); (ii) the
Share Lending Agreement remaining unmodified and in full force and effect; and
(iii) that the JV-Company has completed its acquisition of the subsea IMR vessel
"Edda Sun" (to be named "Viking Reach"). No guarantee can be given that the
required conditions will be met.

Applicants who have been allocated Offer Shares in the Private Placement and who
hold shares in the Company as of the date of the EGM have undertaken to vote in
favour of, or give a voting proxy to be used in favour of, the approval of the
Private Placement and abovementioned corporate resolutions at the EGM.

The Private Placement has been considered by the Board in light of the equal
treatment obligations under the Norwegian Securities Trading Act section 5-14,
section 2.1 of the Oslo Rule Book II and Oslo Børs' Circular no. 2/2014, and the
Board is of the opinion that it is in compliance with these requirements and
guidelines. The issuance of the new shares is carried out as a private placement
to finance the Company's share capital contribution in the JV Company, the
running operational costs of the JV-Company and for general corporate purposes
of the Company. By structuring the equity raise as a private placement, the
Company was able to raise capital quickly and in an efficient manner.
Furthermore, the Company has conducted a broad investor pre‐sounding process
with existing and new investors to obtain the best possible terms for the
Private Placement. Finally, in order to limit the dilutive effect of the Private
Placement and give shareholders who did not participate in the Private Placement
the opportunity to subscribe for shares at the Offer Price, the Board has
proposed to carry out the Subsequent Offering. On the basis of the above, and an
assessment of the current equity markets as advised by the Managers, the
Company's need for funding, deal execution risk and available alternatives, the
Board is of the opinion that the waiver of the preferential rights inherent in
the Private Placement is in the common interest of the Company and its
shareholders.

PLANNED SUBSEQUENT OFFERING
The board of the Company has, subject to completion of the Private Placement,
approval by the EGM and certain other conditions, resolved to carry out a
subsequent offering of up to 2,000,000 new shares at the Offer Price (the
"Subsequent Offering"), which, subject to applicable securities law, will be
directed towards the Company's existing shareholders at 2 March 2023 (as
registered in the Norwegian Central Securities Depository (VPS) on 6 March
2023), 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) are
not resident in a jurisdiction where such offering would be unlawful, or (for
jurisdictions other than Norway) would require any filing, registration or
similar action of a registration document or prospectus. Completion of the
Subsequent Offering will be subject to (i) completion of the Private Placement,
(ii) relevant corporate resolutions including approval by the Board and the EGM,
including a resolution by the EGM to grant the Board an authorisation to issue
the new shares in the Subsequent Offering, (iii) prevailing market price of the
Company's shares, including the trading price of the Company's shares exceeding
the Offer Price and (iv) the approval and publication of an offering prospectus
approved by the Financial Supervisory Authority of Norway, which will be issued
as soon as practical following completion of the Private Placement. The
subscription period for the Subsequent Offering will commence as soon as
possible following the publication of such prospectus. The Company reserves the
right, in its sole discretion, to cancel the Subsequent Offering. A separate
stock exchange notice will be made on key information for the Subsequent
Offering.

ADVISORS
Pareto Securities AS is engaged as the manager and bookrunner for the Private
Placement and Advokatfirmaet Selmer AS is engaged as legal counsel to the
Company.

CONTACT
For further information, please contact:
Helga Cotgrove, Chief Financial Officer
Phone: +47 90 73 52 46


This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to the STA section 5-12. This stock exchange release was published by Lars
Tufteland Engelsen, VP Finance at Eidesvik AS, on the time and date provided.

IMPORTANT INFORMATION
This document is not an offer to sell or a solicitation of offers to purchase or
subscribe for shares. Copies of this document 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.

This communication may not be published, distributed, or transmitted in or into
the United States, Canada, Australia, the Hong Kong Special Administrative
Region of the People's Republic of China, South Africa or Japan and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States of America or to U.S. persons (as defined in the U.S.
Securities Act of 1933, as amended (the "Securities Act")) or to publications
with a general circulation in the United States of America.

This document is not an offer for sale of securities in the United States. The
securities 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 under or an exemption from
registration under Securities Act.

EIOF does not intend to register any part of the offering in the United States.
There will be no public offering of the securities 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 document
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 (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
securities are only available to, and any invitation, offer or agreement to
subscribe, purchase or otherwise acquire such securities will be engaged in only
with, relevant persons. Any person who is not a relevant person should not act
or rely on this document or any of its contents. In any EEA Member State, this
communication is only addressed to and is only directed at qualified investors
in that Member State within the meaning of the Prospectus Regulation, i.e., only
to investors who can receive the offer without an approved prospectus in such
EEA Member State. The expression "Prospectus Regulation" means Regulation
2017/1129 as amended together with any applicable implementing measures in any
Member State. Investing in securities involves certain risks. 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 EIOF and those explicitly or implicitly
presumed in these statements. Against the background of these uncertainties,
readers should not rely on forward-looking statements. EIOF assumes no
responsibility to update forward -looking statements or to adapt them to future
events or developments.

More information:
Access the news on Oslo Bors NewsWeb site