GC Rieber Shipping — M&A Activity 2016

Oct 13, 2016

GC Rieber Shipping and Rasmussengruppen establish jointly owned geophysical company

GC Rieber Shipping and Rasmussengruppen establish jointly owned geophysical company

GC Rieber Shipping ASA has signed an agreement with RASMUSSENGRUPPEN AS to

establish a new, jointly owned marine geophysical company called Shearwater

GeoServices AS.

Shearwater GeoServices will become an integrated provider of marine geophysical

services to oil and gas and multi-client companies worldwide. Starting out with

a fleet of four modern, high capacity seismic vessels, Shearwater's core

strategy will be to provide high quality marine geophysical services and utilize

the company's position as the most cost-efficient company in the industry.

"Over a period of time, we have examined opportunities to establish a new

geophysical company, based on the four high-end vessels we currently own. In

Rasmussengruppen, we have found a partner who shares our view of the

opportunities offered by the geophysical market at present, and, equally

important, who shares our vision to build and develop Shearwater into a leading

player in the industry", said Irene Waage Basili, CEO of GC Rieber Shipping.

Rasmussengruppen has extensive experience from investing in maritime industries

and oil services over several decades. Dag Rasmussen, Group CEO, sees

interesting opportunities for the new company:

«Shearwater is set up from the start with a modern and cost-efficient fleet, an

experienced organization, and a solid financial platform. Supported by GC

Rieber's extensive industry experience, we believe Shearwater will have a unique

position in the market that can also consider further strategic opportunities",

commented Dag Rasmussen.

GC Rieber Shipping and Rasmussengruppen will own the company 50/50. Shearwater

will take over the four high-capacity seismic vessels; Polar Empress, Polar

Duke, Polar Duchess, and Polar Marquis and the partners will also inject USD 60

million in equity in the form of cash. Terms have been renegotiated with the

lending banks for the four vessels. The new terms include a 75% reduction in

installments compared to the original repayment profile until June 2019 and an

extension of the term of the loans until year end 2022. Shearwater has also

agreed on the main terms to purchase the seismic equipment (including streamers)

and the operative entity, Dolphin Geophysical UK Ltd., which includes the

processing business from the former lending banks of Dolphin Geophysical ASA.

Shearwater will receive technical and crewing support from GC Rieber Shipping

with regards to marine operations. Shearwater's own organization is being

established, in part on former Dolphin Geophysical staff and in part on new

hires, and will be capable of offering customers with fully integrated

geophysical services and operations from the start.

Shearwater's strong asset base and competent core organisation constitute an

attractive platform for further growth. With a conservative capital structure, a

cost-efficient fleet and the strategic ownership of Rasmussengruppen and GC

Rieber Shipping, Shearwater is in a position to develop further and attract new

competencies as the company grows and capacity is re-activated.

The agreement between GC Rieber Shipping and Rasmussengruppen is conditional

upon final loan documentation with the lending banks in line with agreed term

sheets, as well as entering into final sales and purchase agreements for the

seismic equipment. Closing of the transaction is expected to be in place during

fourth quarter of 2016.

"Together with Rasmussengruppen, we are excited about the establishment of

Shearwater which we believe is uniquely rigged to take advantage of the

opportunities which we see in this space going forward.  This is will be the

first step on an exciting journey for our motivated employees, as well as for us

as owners", said Irene Waage Basili.

An analyst and investor presentation will be held today at 10.30 CET at

Carnegie, Grundingen 2, 5(th) floor, Aker Brygge, Oslo.

Carnegie has been financial advisor to GC Rieber Shipping and Shearwater in

connection with the transaction.

For further information:

Irene Waage Basili, CEO, GC Rieber Shipping, phone:  +47 55 60 68 67, or

+47 90 09 86 88

Dag Rasmussen, CEO, Rasmussengruppen, phone: +47 38 12 22 49 or +47 95 02 15 60

About GC Rieber Shipping:

GC Rieber Shipping's business within offshore/shipping includes ownership in

specialized vessels, high quality marine ship management and project development

within the segments subsea, ice/support and marine seismic. The group has a

specialized competence in offshore operations in harsh environments as well as

design, development and maritime operation of offshore vessels.

GC Rieber Shipping currently operates 13 advanced special purpose vessels for

defined markets within the subsea, ice/support and marine seismic segments, of

which the company owns 11.

The company has its headquarter and a ship management office in Bergen, and an

additional ship management company in Yuzhno-Sakhalinsk (Russia). The company is

listed on Oslo Børs with ticker RISH.

Further information is available on the company's website www.gcrieber-

shipping.com.

About Rasmussengruppen:

Rasmussengruppen is one of Norway's largest family offices and has a maritime

history dating back to 1936. The company was one of the pioneers of shuttle

tankers and accommodation rigs for the Norwegian oil industry. Today,

Rasmussengruppen is engaged in financial investments, real estate, shipping and

asset management.

Rasmussengruppen's headquarter is located in Kristiansand, Norway.

Further information is available on the company's website: www.rasmussen.no

This information is subject of the disclosure requirements acc. to §5-12 vphl

(Norwegian Securities Trading Act)