Subsea7 acquisition of shares in Seaway7 and voluntary offer to acquire the remaining shares in Seaway7

02 Mar 2023 08:32 CET

Luxembourg – 2 March 2023 - Subsea 7 S.A. ("Subsea7") (Oslo Børs: SUBC, ADR:
SUBCY) today announced that it has entered into agreements to acquire
187,889,551 shares in Seaway 7 ASA ("Seaway7"), corresponding to 21.52% of
Seaway7's issued and outstanding share capital, from Songa Capital AS, West
Coast Invest AS and Lotus Marine AS (the “Transactions").

As consideration, Songa Capital AS, West Coast Invest AS and Lotus Marine AS
will receive 1 new share in Subsea7 for every 22 shares in Seaway7.

Following completion of the Transactions, expected to take place during March
2023, the Subsea7 Group will own 93.94% of the issued and outstanding share
capital of Seaway7.

Subsea7 will be in a position to effect a compulsory acquisition of the
remaining Seaway7 shares. However, it has resolved to put forward a voluntary
offer to acquire the remaining outstanding shares in Seaway7 in exchange for
Subsea7 shares (the "Offer"), prior to effecting the compulsory acquisition.

Eligible Seaway7 shareholders tendering their shares in the Offer will receive 1
new share in Subsea7 for every 22 shares in Seaway7 tendered, rounded down to
the nearest whole share.

Subsea7 will apply for a delisting of the Seaway7 shares from Euronext Growth
Oslo following the expiry of the Offer period and initiation of the compulsory
acquisition.

Background to the Transactions
At the time of announcement, the value of the consideration agreed by the
parties was equal to NOK 6.15 per Seaway7 share. This is based on the exchange
ratio (1:22) and closing price of Subsea7 of NOK 135.30 on 1 March 2023, the day
immediately preceding the announcement of the Transactions.

The closing price of the Seaway7 shares on 1 March 2023, the day immediately
preceding the announcement of the Transactions was NOK 7.22.

Upon completion of the Transactions, Subsea7 will issue a total of 8,540,433 new
shares to Songa Capital AS, West Coast Invest AS and Lotus Marine AS (the
"Consideration Shares"), corresponding to approximately 2.90% of the current
issued share capital of Subsea7 taking into account the separately announced
treasury share cancellation.

Following the issuance of the Consideration Shares and taking into account the
treasury share cancellation, Subsea7 will have an issued share capital of USD
605,716,932 represented by 302,858,466 shares, each with a nominal value of USD
2.00.

Voluntary offer to minority shareholders
Following completion of the Transactions, expected to take place during March
2023, the Subsea7 Group will own 93.94% of the issued and outstanding share
capital of Seaway7.

Subsea7 will be in a position to effect a compulsory acquisition of the
remaining Seaway7 shares pursuant to Section 4-25 of the Norwegian Public
Limited Liabilities Act.

However, it has resolved to put forward a voluntary offer to acquire the
remaining outstanding shares in Seaway7 in exchange for Subsea7 shares (the
"Offer"), prior to effecting the compulsory acquisition.

Eligible Seaway7 shareholders tendering their shares in the Offer will receive 1
new share in Subsea7 for every 22 shares in Seaway7 tendered, rounded down to
the nearest whole share.

Resulting Subsea7 share capital upon completion of the Transactions and Offer
On completion of the Offer Subsea7 will issue up to 2,404,333 new shares to the
shareholders in Seaway7 tendering their shares in the Offer (the "Offer
Shares"), corresponding to approximately 0.82% of the current issued share
capital of Subsea7 and taking into account the separately announced treasury
share cancellation.

Subsea7 will following completion of the Transactions and the issuance of the
Offer Shares and taking into account the separately announced treasury share
cancellation, have an issued share capital of up to USD 610,525,598 divided on
up to 305,262,799 shares, each with a nominal value of USD 2.00.

Further information
For further detail of the Offer, see the stock exchange release published on
Seaway7's ticker (SEAW7) today.



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Subsea7 creates sustainable value by delivering the offshore energy transition
solutions the world needs.

Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI
222100AIF0CBCY80AH62.
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Contact for investment community enquiries:
Katherine Tonks
Investor Relations Director
Tel +44 20 8210 5568
ir@subsea7.com


Forward-Looking Statements: This announcement may contain ‘forward-looking
statements’ (within the meaning of the safe harbour provisions of the U.S.
Private Securities Litigation Reform Act of 1995). 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 Management’
section of the Group’s Annual Report and Consolidated Financial Statements.
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) capital expenditure by oil and gas companies, which is affected by
fluctuations in the price of, and demand for, crude oil and natural gas; (v)
unanticipated delays or cancellation of projects included in our backlog; (vi)
competition and price fluctuations in the markets and businesses in which we
operate; (vii) the loss of, or deterioration in our relationship with, any
significant clients; (viii) the outcome of legal proceedings or governmental
inquiries; (ix) 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; (x) the effects of a pandemic or epidemic or a natural disaster;
(xi) liability to third parties for the failure of our joint venture partners to
fulfil their obligations; (xii) changes in, or our failure to comply with,
applicable laws and regulations (including regulatory measures addressing
climate change); (xiii) operating hazards, including spills, environmental
damage, personal or property damage and business interruptions caused by adverse
weather; (xiv) equipment or mechanical failures, which could increase costs,
impair revenue and result in penalties for failure to meet project completion
requirements; (xv) the timely delivery of vessels on order and the timely
completion of ship conversion programmes; (xvi) our ability to keep pace with
technological changes and the impact of potential information technology, cyber
security or data security breaches; and (xvii) 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.


This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 in the Norwegian Securities Trading Act.

More information:
Access the news on Oslo Bors NewsWeb site

584079_SUBC Seaway7 share purchase.pdf