Subsea 7 — M&A Activity 2021

Jul 8, 2021

Subsea 7 agrees to combine its Renewables business unit with OHT

Subsea 7 agrees to combine its Renewables business unit with OHT

Luxembourg - 8 July 2021 - Subsea 7 S.A. (Oslo Børs: SUBC, ADR: SUBCY) today

announced an agreement to combine its Renewables business unit(()(1)) with OHT

ASA (Oslo Børs: OHT), subject to the customary approvals, conditions and

relevant employee consultations. The combined company will be renamed Seaway 7

ASA and will initially retain OHT's listing on Oslo's Euronext Growth market,

with a view to a future listing on Oslo Børs.

The transaction will create:

* A listed, pure-play renewables company, headquartered in Oslo and focused on

offshore fixed wind

* A single supplier providing an enhanced range of standalone, integrated or

EPCI(()(2)()) offerings encompassing installation of wind turbines,

foundations, offshore substations, submarine cables and heavy transport

* A key player in the industry, employing around 600 people, with an active

fleet of ten vessels and two further high-specification vessels under

construction

* A global organisation with a track record of more than ten years and

relationships with the majority of developers in the sector

* A high-end, differentiated fleet with enabling capabilities and scale,

allowing efficient worldwide operations, while providing vessel flexibility

and optionality to clients

* Increased exposure to the high-growth offshore wind market, with the timely

and cost-efficient addition of two best-in-class foundation and turbine

installation vessels in 2022 and 2023

John Evans, Chief Executive Officer, Subsea 7 said: "This transaction represents

an important next step in Subsea 7's Energy Transition journey that will

accelerate and enhance value creation for our shareholders. As a listed company

with a comprehensive fleet and experienced management team, Seaway 7 ASA is

positioned to forge an enhanced growth trajectory as a global leader in offshore

wind. Subsea 7 looks forward to working closely with Seaway 7 as it launches

this next exciting chapter in its evolution."

Torgeir E. Ramstad, Chief Executive Officer, OHT said: "This is a very

significant event in the growing Renewables industry. Subsea 7 is a highly

respected company and we are delighted that it sees OHT as a natural partner in

creating a new global leader in renewables. We are committed to translating the

leading capabilities that the combined company will offer into benefits for

clients within the offshore fixed wind industry."

Combination structure and terms

* The combined company will be named Seaway 7 ASA and will retain OHT's

listing on the Euronext Growth market.

* Subsea 7 will own 72% and OHT's shareholders 28% of Seaway 7 ASA.

* Completion of the combination is subject to approval by the shareholders of

OHT at an extraordinary general meeting.

* The Board of Directors of OHT has agreed to recommend the transaction to its

shareholders. Songa Corp and Lotus Marine AS, with stakes of 51.1% and

25.6% respectively, have agreed to approve the transaction. Approval by

Subsea 7's shareholders is not required.

* The Board of Seaway 7 ASA will comprise four directors nominated by Subsea

7 and one nominated by OHT's largest shareholder, Songa Corp. It will be

chaired by Rune Magnus Lundetræ.

* Seaway 7 ASA will be managed by a highly experienced executive team led by

Stuart Fitzgerald as Chief Executive Officer. Torgeir Ramstad and Steph

McNeill will also hold executive roles.

* As majority shareholder, Subsea 7 will consolidate Seaway 7 ASA in its

financial statements and the entity will benefit from financial,

operational, administrative and strategic support from the Subsea 7 Group.

* It is anticipated that the transaction will be accretive to Subsea 7's

earnings from 2024 after delivery of the two newbuild vessels.

* The Works Council representing the employees of Seaway Heavy Lifting in the

Netherlands will be consulted on this transaction in compliance with Dutch

law.

* Transaction completion is anticipated by the end of the third quarter of

2021, subject to approval by OHT's shareholders, regulatory approvals and

other customary completion conditions.

Contributions to the Combination

Subsea 7's Renewables business unit brings to the combination a long track

record of executing large and complex offshore wind projects, drawing on its

engineering expertise, well-established project and supply chain management, and

efficient installation. Since 2009, it has installed over 700 foundations, more

than 30 substations and over 800 kilometres of submarine cables using its fleet

of two heavy lift vessels, two cable lay vessels and an installation support

vessel. With over 500 employees in offices in France, Germany, Netherlands,

Poland, Taiwan, the UK and the US it has a presence in each of the offshore wind

industry's key existing and future growth markets, and well-established

relationships with the industry's leading developers. Subsea 7 will retain its

business in floating wind, which will not be part of this transaction.

OHT brings to Seaway 7 ASA a fleet of five heavy transportation vessels,

increasingly deployed to transport large offshore wind structures. It also has

two high-end installation vessels currently under construction. The first, due

for delivery in 2022, is a state-of-the art customised wind turbine foundation

installation vessel equipped with dynamic positioning and a unique "smart deck"

for efficient installation of monopiles as well as jacket foundations. The

second, due for delivery in 2023, is a jack-up heavy lift vessel capable of

efficiently installing the largest wind turbines as well as wind turbine

foundations. The timing and pricing of OHT's new builds are attractive in the

context of significant market expansion from 2025.

Compelling Industrial Logic

Drawing on an expanded and diversified asset base, Seaway 7 ASA will offer a

full range of specialist standalone transport and installation (T&I) services,

as well as integrated T&I and EPCI solutions that combine the installation of

turbines, foundations, substations and cables. The addition of heavy

transportation capabilities provides further value chain integration

opportunities as well as mitigating risks associated with delivery schedule

management.

The offshore wind industry is a high-growth market that is expected to drive

sustained, strong demand for the services of contractors. Between 2020 and

2030, the annual installation of wind power, measured in gigawatts, is

anticipated to grow at a compound average rate above 20%.

While the foundation installation market is currently competitive, the markets

for cable lay and turbine installation are more favourable and installation

capacity in all markets is expected to be absorbed by 2025. The market dynamic

of all three sectors is expected to improve materially from 2025 onwards.

Seaway 7 ASA will leverage strengthened capabilities and a differentiated asset

base to capture an increased share of this high-growth market and reinforce its

position as a global leader in the offshore wind industry. Looking ahead, with

the financial and operational support of its parent company, Seaway 7 ASA will

have the opportunity, if market conditions permit, to accelerate the expansion

of its specialized fleet.

Conference call for investors

The management of Subsea 7 and OHT will hold an investor conference in relation

to the transaction on Thursday 8th July at 9am UK (10am CEST).

Date:                        8 July 2021

Time:                         09:00 UK time

Dial in numbers:

UK                        0844-481-9752

USA                        646-741-3167

Norway                        21-56-30-15

International dial in:                +44-20-7192-8338

Conference ID:                9197607

Lines will open 15 minutes prior to the conference call.

A live webcast and a playback facility will be available on the Subsea 7

website: www.Subsea7.c (https://edge.media-server.com/mmc/p/r5hhwixy)o

(https://edge.media-server.com/mmc/p/r5hhwixy)m (https://edge.media-

server.com/mmc/p/r5hhwixy)

(1) Excluding floating wind

(2) EPCI contracts cover engineering, procurement, construction and installation

at a fixed price

*******************************************************************************

Subsea 7 is a global leader in the delivery of offshore projects and services

for the evolving energy industry, creating sustainable value by being the

industry's partner and employer of choice in delivering the efficient offshore

solutions the world needs.

Subsea 7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI

222100AIF0CBCY80AH62.

*******************************************************************************

Contact for investment community enquiries:

Katherine Tonks

Investor Relations Director

Tel +44 (0)20 8210 5568

katherine.tonks@subsea7.com

Contacts for media enquiries:

Julie Taylor

Head of Group Communications

Tel +44 (0)1224 526 270

julie.taylor@subsea7.com (mailto:julie.taylor@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 for

the year ended 31 December 2020. 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..