Reach Subsea ASA: Registration of prospectus and launch of subsequent offering

12 Mar 2023 21:28 CET

Reach Subsea ASA: Registration of prospectus and launch of subsequent offering

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S
REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES, THE
UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Haugesund, 12 March 2023: Reference is made to the stock exchange notice
published by Reach Subsea ASA ("Reach" or the "Company") (Oslo Børs: REACH) on
15 February 2023 announcing the successfully placed private placement of
29,411,000 new shares, raising gross proceeds of approximately NOK 125 million
(the "Private Placement"), and a potential subsequent offering to be carried out
by the Company (the "Subsequent Offering").

The Company has today submitted a national prospectus (the "Prospectus") for
registration with the Norwegian Register of Business Enterprises ("NRBE") in
accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the
Financial Supervisory Authority of Norway nor any other public authority has
carried out any form of review, control, or approval of the Prospectus. This
Prospectus does not constitute an EEA-prospectus.

The Prospectus will be made available electronically at www.arctic.com –
https://www.arctic.com, www.fearnleysecurities.com –
https://www.fearnleysecurities.com, and www.sb1markets.no –
http://www.sb1markets.no, prior to the commencement of the Subscription Period
(as defined below), expected to be published on or about 14 March 2023.

The Subsequent Offering
The Subsequent Offering comprises the issue of up to 3,000,000 new shares (the
"Offer Shares") in the Company, each with a nominal value of NOK 1, at a
subscription price of NOK 4.25 per share. Total gross proceeds will amount to
approximately NOK 12,750,000 provided that all Offer Shares are subscribed for
in full.

The Subsequent Offering will be directed towards shareholders of the Company as
of 15 February 2023 (as registered with the VPS on 17 February 2023) (the
"Record Date") 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) who are not resident in a jurisdiction where such offering would be
unlawful or (for jurisdictions other than Norway) would require any prospectus,
filing, registration or similar action) ("Eligible shareholders").

Each Eligible Shareholder will receive 0.03 non-tradeable Subscription Rights
for each share held by such Eligible Shareholder in the Company as of the Record
Date, rounded down to the nearest whole right. Each Subscription Right will,
subject to applicable securities laws, give the preferential right to subscribe
for, and be allocated, one (1) Offer Share in the Subsequent Offering.
Over-subscription by Eligible Shareholders having received subscription rights
will be permitted; however, there can be no assurance that Offer Shares will be
allocated for such subscriptions. Subscription without subscription rights will
not be permitted.

The subscription period for the Subsequent Offering will commence on or about 14
March 2023 (CET) and will expire on 27 March 2023 at 16:30 (CET).

In order to subscribe for shares, the Managers (as defined below) must receive a
complete and duly signed subscription form within the end of the Subscription
Period. Further instructions regarding the subscription procedure are available
in the Prospectus. Subscription Rights that are not used to subscribe for Offer
Shares before the expiry of the Subscription Period will have no value and will
lapse without compensation to the holder.

The due date for payment of the Offer Shares is on 30 March 2023 (the "Payment
Dateʺ). The Offer Shares will, after registration of the share capital increase
in NRBE pertaining to the Offer Shares, be registered in the VPS in book-entry
form and are expected to be delivered to the applicant's VPS account on or about
5 April 2023. The Offer Shares will have equal rights and rank pari passu with
the Company's other shares.

The completion of the Subsequent Offering is subject to (i) duly payment of the
Offer Shares by the subscribers, (ii) the Board of Directors resolving to
approve the Subsequent Offering and issue and allocate the Offer Shares, (iii)
registration of the share capital increase pertaining to the Subsequent Offering
with the NRBE, and (iv) delivery of the Offer Shares to the subscribers in the
VPS.

The Company will make adequate announcements relating to both commencement and
final day of the Subscription Period.

Advisors
Arctic Securities AS, Fearnley Securities AS, and SpareBank 1 Markets AS acts as
managers (the "Managers") in the Subsequent Offering.

Advokatfirmaet Schjødt AS acts as legal advisor to the Company.


For more information please contact:
Birgitte Wendelbo Johansen
Chief Financial Officer Reach Subsea ASA
bwj@reachsubsea.no

About Reach Subsea:
Reach Subsea ASA Group offers subsea services as a subcontractor and/or directly
to end clients, based out of our head office in Haugesund. The core business of
the Group is based on modern, high spec Work ROVs operated by highly-qualified
offshore personnel, and supported by onshore engineering resources. The Group’s
objective is to be a preferred subsea partner and full-service provider of
subsea operations for clients, focusing on safety, environment, financial
solidity and profitability. www.reachsubsea.no

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

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