Successful completion of private placement


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.

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.

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.

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.

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.