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Subsea 7 Proxy Solicitation & Information Statement 2010
6244_rns_2010-09-22_ececf554-9366-4609-9d80-b947fe74affe.pdf
Proxy Solicitation & Information Statement
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Acergy
Acergy S.A. Announces Extraordinary General Meeting
London, England – September 22, 2010 – Acergy S.A. (NASDAQ-GS: ACGY; Oslo Stock Exchange: ACY) today announced the publication of the notice of Extraordinary General Meeting (EGM) and supporting materials, including the prospectus.
The Notice of EGM and supporting materials, including the prospectus can be found on Acergy's website: www.acergy-group.com/public/AcergySubsea7combination
The EGM of shareholders will be held on Tuesday November 9, 2010 at 12:00 p.m. local time at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg. All shareholders of record as of September 21, 2010 will be entitled to vote.
The purpose of the EGM is to consider and approve the Combination with Subsea 7, and to amend the Company's Articles of Incorporation, with effect from Completion, including increasing the authorised share capital of the Company and changing the name of the Company to "Subsea 7 S.A."; and to appoint the new Directors of the Company as from Completion.
The notice of the EGM will be distributed to eligible shareholders no later than September 30, 2010. The deadline for submission of votes for holders of American Depositary Shares is Friday October 29, 2010 and for holders of Common Shares Tuesday November 2, 2010.
Acergy S.A. is a seabed-to-surface engineering and construction contractor to the offshore oil and gas industry worldwide. We provide integrated services, and we plan, design and deliver complex projects in harsh and challenging environments.
Contact:
Karen Menzel
Acergy S.A.
+44 (0)20 8210 5568
www.acergy-group.com
If you no longer wish to receive our press releases please contact: [email protected]
Forward-Looking Statements: Certain statements made in this announcement may include "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the US Securities Exchange Act of 1934. These statements may be identified by the use of words like "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "forecast," "project," "will," "should," "seek," and similar expressions. These forward-looking statements include, but are not limited to, statements as to the date of the EGM, the date for shareholders to be on the record in order to be entitled to vote, the purpose of the EGM, the date of distribution of materials to eligible shareholders and the deadline for submission of votes. The forward-looking statements reflect our current views and assumptions and are subject to risks and uncertainties. The following factors, and others which are discussed in our public filings and submissions with the U.S. Securities and Exchange Commission, are among those that may cause actual and future results and trends to differ materially from our forward-looking statements: actions by regulatory authorities or other third parties; unanticipated costs and difficulties related to the integration of Acergy S.A. and Subsea 7 Inc. and our ability to achieve benefits therefrom; unanticipated delays, costs and difficulties related to the combination transaction, including satisfaction of closing conditions; our ability to recover costs on significant projects; the general economic conditions and competition in the markets and businesses in which we operate; our relationship with significant clients; the outcome of legal proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programmes; the impact of laws and regulations; and operating hazards, including spills and environmental damage. Many of these factors are beyond our ability to control or predict. Given these factors, you should not place undue reliance on the forward-looking statements.
This communication does not constitute an offer to purchase, sell, or exchange or the solicitation of an offer to sell, purchase, or exchange any securities of Subsea 7 or Acergy.
Acergy S.A.
c/o Acergy M.S. Limited
200 Hammersmith Road,
London W6 7DL, United Kingdom
T: +44 (0)20 8210 5500 F: +44 (0)20 8210 5501
www.acergy-group.com
Acergy
September 21, 2010
Dear Shareholder,
Combination of Acergy S.A. and Subsea 7 Inc.:
On June 21, 2010, Acergy announced that its Board of Directors had agreed with the Board of Directors of Subsea 7 Inc. to combine the two companies.
Both Boards believe that the proposed combination of the business of Acergy S.A. with that of Subsea 7 Inc. (the “Combination”) will create a global leader in seabed-to-surface engineering and construction with a presence in all major offshore oil and gas regions and the ability to provide clients a step-change in service offering. Following the Combination, the Combined Group (as defined in the enclosed prospectus) should be better able to meet the growing size and technical complexity of offshore projects, driven by the demand to access ever more remote reserves in increasingly harsh environments, and should be well positioned to take advantage of future growth opportunities in the offshore market globally.
The Boards believe that the Combination represents an excellent strategic fit, with industry fundamentals strongly supporting the logic of combining the two companies. The complementary fit of the different strengths and the enhanced operational capability should allow the Combined Group to deliver enhanced long-term value.
The Combination will lead to the formation of a new group offering a broader spectrum of services to its customers and with the benefit of access to a well diversified fleet. Employing around 12,000 people, the Combined Group will also be able to offer clients a greater breadth of project management, engineering, technical expertise and high-value technologies.
The Combined Group will have a stronger balance sheet and should be better able to deliver efficiencies, including those arising from economies of scale, capital deployment and optimisation of fleet schedules. Acergy and Subsea 7 believe that the Combination will give rise to substantial operating cost and vessel fleet synergies. These synergies are expected to deliver at least $100m per annum within three years of completion.
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Page 1 of 4
Acergy
Acergy S.A. and Subsea 7 Inc. have entered into a business combination agreement (the "Combination Agreement"), which is summarised in the enclosed prospectus. Under the terms of the Combination Agreement, Subsea 7 Inc. will, on completion of the Combination, become a wholly owned subsidiary of Acergy S.A. and Acergy S.A. will be renamed 'Subsea 7 S.A.'.
Assuming that all conditions precedent are either satisfied or waived, Acergy S.A. and Subsea 7 Inc. currently expect that the Combination will become effective following clearance from certain anti-trust authorities, which is expected to be received by the end of 2010 or in the first quarter of 2011. Immediately after the Combination becomes effective and based on the number of shares outstanding in both companies as at August 31, 2010, it is anticipated that former Acergy S.A. shareholders will hold approximately 54% of the Combined Group's outstanding share capital.
Extraordinary General Meeting:
An Extraordinary General Meeting of Shareholders (the "Meeting") of Acergy S.A. (the "Company") will be held on Tuesday November 9, 2010 at 12.00 p.m. (local time) at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg to consider certain resolutions relating to the Combination.
The Resolutions:
The Combination cannot be effected unless, among other requirements, Acergy S.A.'s shareholders pass the resolutions which are to be considered at the Meeting. The resolutions, which are set out in the attached notice convening the Meeting, are as follows:
(1) To approve the Combination with Subsea 7, and accordingly to increase the authorised share capital of the Company to $900m and, conditional upon and with effect from Completion (as defined in the enclosed prospectus), to restate the Company's Articles of Incorporation, as set out in the prospectus, including changing the name of the Company to "Subsea 7 S.A.";
(2) To appoint Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald, Mr Dod Fraser, Mr Arild Schultz, Mr Allen L Stevens and Mr Trond Westlie as the Directors of the Company as from Completion. Additionally, to appoint a ninth Director jointly identified by the Chairmen of Acergy S.A. and Subsea 7 Inc. and proposed for appointment at the Extraordinary General Meeting. Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald and such ninth Director to serve for an initial term expiring at the annual general meeting to be held not less
Page 2 of 4
Acergy
than 12 months after Completion, and the initial term of the remaining directors to expire at the then following annual general meeting.
Resolution 1, approving the Combination, the increase in the Company's authorised share capital, and the restating of the Company's Articles of Incorporation, requires a quorum of 50% of the outstanding share capital of Acergy S.A. to be present or represented. If this quorum is not achieved, a second Meeting will be convened and held, at which there will be no quorum requirement. Resolution 1 requires the approval of two-thirds of the votes cast at the relevant Meeting. If the Meeting needs to be re-convened for lack of quorum, votes cast at the first Meeting would be carried over to the second Meeting, although shareholders would be able to change their votes if they so wish. At the second Meeting, approval of at least two-thirds of the votes cast at the Meeting will be the only requirement for this resolution to be approved. A copy of the proposed restated Articles of Incorporation, referred to in Resolution 1, showing the recommended changes, is annexed to the enclosed prospectus.
Resolution 2 proposes that a new Board of Directors of the Company be appointed in place of the existing Board as from and subject to Completion. Four of the proposed Directors are currently directors of Acergy S.A. and four are currently Directors of Subsea 7 Inc.
In addition, it is a requirement of the Combination Agreement that, at Completion, there be a ninth Director, who shall be independent. The Chairmen of Acergy S.A. and Subsea 7 Inc. will jointly agree the identity of the ninth Director. At the date of this letter, the identity of the ninth Director is yet to be agreed, and a candidate will be proposed at a later date for appointment at the Meeting or at a further General Meeting of the Company.
Voting Recommendation:
Acergy S.A.'s Board of Directors has reviewed and considered the terms and conditions of the Combination. Based on their review, the Board has determined that the Combination, and the transactions relating to it, are in the best interests of both Acergy S.A. and its shareholders.
Consequently, the Board of Directors of Acergy S.A. unanimously recommends that shareholders vote in favour of both of the resolutions which will be considered at the Meeting. The enclosed prospectus, and the documents incorporated by reference therein, contain information about Acergy and Subsea 7 and certain pro forma information on the Combined Group, as well as the
Page 3 of 4
Acergy
legal requirements for the implementation of the Combination. We encourage you to read the prospectus and these documents carefully before voting, including the section entitled 'Risk Factors'.
Note that, unless both of the proposed resolutions are approved at the Meeting, and the ninth Director's appointment is confirmed by a General Meeting, the terms agreed for effecting the Combination will not be fulfilled and the Combination may not proceed. It is therefore important that shareholders vote for both of the resolutions if they are in favour of the Combination.
The Board of Subsea 7 Inc. has also unanimously agreed to recommend the Combination to its shareholders.
Action Required:
Enclosed with this letter, along with the prospectus, are the Notice of Extraordinary General Meeting of Shareholders and the Proxy Card. If you wish your shares to be voted at the Meeting, but do not intend to attend in person, please promptly fill in, sign, date and return the Proxy Card to ensure that it will be received in time. The deadline for submission of votes for holders of American Depositary Shares is Friday October 29, 2010 and for holders of Common Shares Tuesday November 2, 2010.
If you require further information or clarification on the above, please contact Karen Menzel, our Group Manager, Investor Relations at [email protected].
Your vote is very important. The Company's Board of Directors recommends that you vote in favour of both of the resolutions to be considered at the Meeting.
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
For and on behalf of the Board of Directors of Acergy S.A.
Page 4 of 4
Acergy S.A.
c/o Acergy M.S. Limited
200 Hammersmith Road,
London W6 7DL, United Kingdom
T: +44 (0)20 8210 5500 F: +44 (0)20 8210 5501
www.acergy-group.com
Acergy
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS ON NOVEMBER 9, 2010
The Extraordinary General Meeting of Shareholders (the "Meeting") of Acergy S.A. (the "Company"), a Société Anonyme Holding R.C.S. Luxembourg B 43172 having its Registered Office at 412F, route d'Esch, L-2086 Luxembourg, will be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg, on Tuesday November 9, 2010 at 12.00 p.m. (local time) for the following purposes:
(1) To approve the Combination with Subsea 7, and accordingly to increase the authorised share capital of the Company to $900m and, conditional upon and with effect from Completion (as defined in the enclosed prospectus), to restate the Company's Articles of Incorporation, as set out in the prospectus, including changing the name of the Company to "Subsea 7 S.A.";
(2) To appoint Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald, Mr Dod Fraser, Mr Arild Schultz, Mr Allen L Stevens and Mr Trond Westlie as the Directors of the Company as from Completion. Additionally, to appoint a ninth Director jointly identified by the Chairmen of Acergy S.A. and Subsea 7 Inc. and proposed for appointment at the Extraordinary General Meeting. Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald and such ninth Director to serve for an initial term expiring at the annual general meeting to be held not less than 12 months after Completion, and the initial term of the remaining directors to expire at the then following annual general meeting.
It is a requirement of the Combination Agreement that, at Completion, there be a ninth Director, who shall be independent. The Chairmen of Acergy S.A. and Subsea 7 Inc. will jointly agree the identity of the ninth Director. At the date of this notice, the identity of the ninth Director is yet to be agreed, and a candidate will be proposed at a later date for appointment at the Meeting or at a further General Meeting of the Company.
Details of the proposed Combination are set out in the prospectus which accompanies this Notice. The full text of the Articles of Incorporation, showing the proposed amendments (including to the Company's objects), is annexed to the prospectus. The approval of the new Articles of Incorporation includes an authorisation of the Board of
Registered Office
412F, route d'Esch, L-2086 Luxembourg
Société Anonyme Holding, R.C.S. Luxembourg B 43172
TAQL
Acergy S.A.
Directors to suspend preferential subscription rights of existing shareholders. Biographies of the directors proposed for appointment are also set out in the prospectus.
Unless both of the proposed resolutions are approved and the ninth Director's appointment confirmed by a General Meeting, the terms agreed for effecting the Combination will not be fulfilled and the Combination may not proceed.
The Meeting shall be conducted in conformity with the voting requirements of Luxembourg Company Law and the Company's Articles of Incorporation.
The Board of Directors has determined that Shareholders of record at the close of business on Tuesday September 21, 2010 will be entitled to vote at the aforesaid Meeting and any adjournments thereof.
The Company's Board of Directors recommends that you vote in favour of both of the resolutions to be considered at the Meeting.
Yours sincerely
Sir Peter Mason K.B.E.
Chairman
For and on behalf of the Board of Directors of Acergy S.A.
September 21, 2010
To assure your representation at the Extraordinary General Meeting you are hereby requested to fill in, sign, date and return the Proxy Card delivered herewith in the return envelope provided for such purpose. The deadline for submission of votes for holders of American Depositary Shares is Friday October 29, 2010 and for holders of Common Shares Tuesday November 2, 2010. The giving of such proxy will not affect your right to revoke such proxy or vote in person should you later decide to attend the Meeting.
Page 2 of 2
DnB NOR
To Shareholders of Acergy S.A.
Our ref.
Registrars Department/ij
Date
Oslo, September 21, 2010
ACERGY S.A.
VOTING EXTRAORDINARY GENERAL MEETING NOVEMBER 9, 2010
Your holding of Common Shares of Acergy S.A. is registered in The Norwegian Central Securities Depository (Verdipapirsentralen - the "VPS"). If you wish to vote at this Extraordinary General Meeting you may either attend in person at the said general meeting or you may execute the enclosed proxy card and return it to us.
You are encouraged to specify your choice by marking the appropriate boxes on the enclosed proxy card. When properly executed, the proxy will be voted in the manner directed therein or, if no direction is indicated, will be voted "for" the proposals.
Enclosed, please find a return envelope for your proxy card. In order for your shares to be voted based on your executed proxy card, the card has to be received by DnB NOR Bank ASA, Registrars Department, Oslo, not later than November 2, 2010, 12:00 hours Central European Time.
Yours sincerely,
for DnB NOR Bank ASA
Registrars Department
Irene Johansen
DnB NOR Bank ASA Office Stranden 21, Oslo Postal address NO-0021 Oslo, Norway
Telephone +47 91 50 30 00 Fax +47 22 94 90 20 www.dnbnor.no Register of Business Enterprises NO 984 851 006 MVA
Name
Address
City
Country
PROXY
ACERGY S.A.
Proxy solicited on behalf of the Board of Directors of the Company for the Extraordinary General Meeting, November 9, 2010
The undersigned hereby authorise DnB NOR Bank ASA to constitute and appoint Sir Peter Mason KBE, Jean Cahuzac, Simon Crowe, Johan Rasmussen, Alistair Peel, Jean Hoss, Philippe Hoss, Chantal Mathu, or the Chairman of the Extraordinary General Meeting (if not one of the aforementioned) and each of them, his true and lawful agent and proxy, with full power of substitution in each, to represent and vote on behalf of the undersigned at the Extraordinary General Meeting of Shareholders of Acergy S.A. (the "Company"), to be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg on Tuesday November 9, 2010 at 12:00 p.m. (local time) (the "Meeting"), and at any adjournments thereof, on all matters coming before the Meeting and any adjourned meeting.
The Company's Board of Directors recommends that you vote in favour of both of the resolutions to be considered at the Meeting.
For Resolution 1 the quorum required is 50% of the outstanding shares, and to approve Resolution 1 a 2/3rd majority of the votes cast at the Meeting will be required. In the event that the necessary quorum is not present at the Extraordinary General Meeting on November 9, 2010, a subsequent meeting will be called, at which there will be no requirement for a quorum. All votes received from beneficial holders of Acergy S.A. shares will remain valid for the purpose of any such subsequent meeting, unless shareholders indicate that they wish to alter their votes.
In the event that you have sold your Acergy S.A. shares prior to receipt of this Notice, you are kindly requested to forward this Proxy Card, and the accompanying documents, to the purchaser of your Acergy S.A. shares.
No provision of Luxembourg law compulsorily requires the deposit and blockage of shares by shareholders in order to attend and vote at a shareholders meeting or designate a proxy to do so. The Company's Articles provide for a record date system.
| 1. | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| To approve the Combination with Subsea 7, and accordingly to increase the authorised share capital of the Company to $900m and, conditional upon and with effect from Completion (as defined in the enclosed prospectus), to restate the Company's Articles of Incorporation, as set out in the prospectus, including changing the name of the Company to “Subsea 7 S.A.” |
Page 2 of 2
| 2. | FOR | AGAINST | ABSTAIN | |
|---|---|---|---|---|
| To appoint Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald, Mr Dod Fraser, Mr Arild Schultz, Mr Allen L Stevens and Mr Trond Westlie as the Directors of the Company as from Completion. Additionally, to appoint a ninth Director jointly identified by the Chairmen of Acergy S.A. and Subsea 7 Inc. and proposed for appointment at the Extraordinary General Meeting. Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald and such ninth Director to serve for an initial term expiring at the annual general meeting to be held not less than 12 months after Completion, and the initial term of the remaining directors to expire at the then following annual general meeting. |
Signature(s): ____
Date: ____
Note: Please sign exactly as name appears above. In the case of joint owners, the first titleholder should sign. When signing as attorney, executor, administrator or guardian, please give full title as such.
Deutsche Bank Trust Company Americas
Trust & Securities Services
Global Equity Services
DEPOSITARY RECEIPTS
September 21, 2010
Depositary's Notice pertaining to the Extraordinary General Meeting of Shareholders of Acergy S.A.
Issue: Acergy S.A. / Cusip 00443E104
Country: Luxembourg
Meeting Details: Extraordinary General Meeting of Shareholders – November 9, 2010, at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg. 12:00 PM Local Time.
Meeting Agenda: The Company's Notice of Meeting and supporting materials, including the Agenda is enclosed
Voting Deadline: On or before October 29, 2010 at 2:00 PM (New York City time)
ADR Record Date: September 21, 2010
Common: ADR ratio 1 Common Share: 1 ADR
In accordance with Section 17 of the Deposit Agreement between Acergy S.A. (the "Company") and Deutsche Bank Trust Company Americas, as Depositary (the "Depositary"), Acergy S.A. ADR holders (the "Holders") are hereby notified of the Company's Extraordinary General Meeting of Shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is enclosed.
Holders at the close of business on the ADR record date will be entitled, subject to any applicable law, the Company's Articles of Incorporation and the provisions of or governing Deposited Property underlying ADRs, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Property represented by ADRs. A voting instruction form is enclosed for that purpose.
Upon receipt of a voting instruction from an ADR Holder on the ADR record date, received on or before the ADR voting deadline, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Articles of Incorporation of the Company and the provisions of the Deposited Property underlying the ADRs, to vote or cause the Custodian to vote the Shares and/or other Deposited Property, in person or by proxy, represented by the ADRs in accordance with the instructions set forth in such request.
Voting instructions may be given only in respect of a number of ADRs representing an integral number of Shares or other Deposited Property.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote or attempt to exercise the right to vote Shares or other Deposited Property represented by ADRs except pursuant to and in accordance with such written instructions from Holders. Shares or other Deposited Property represented by ADRs for which no specific voting instructions are received by the Depositary from the Holder shall not be voted.
In the event of a postponement of the Extraordinary General Meeting of Shareholders or a reconvening of a second meeting, all votes received from beneficial holders of Acergy S.A. ADRs will remain valid for the purposes of any such postponed or reconvened General Meeting.
For further information, please contact:
Beverly George
Deutsche Bank - Depositary Receipts
Corporate Actions
☎: 212 250-1504
✉: 212 797-0327
Deutsche Bank
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
November 9, 2010
PROXY VOTING INSTRUCTIONS
INTERNET - Access “www.voteproxy.com” and follow the on-screen instructions. Have your proxy card available when you access the web page, and use the Company Number and Account Number shown on your proxy card.
TELEPHONE - Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call and use the Company Number and Account Number shown on your proxy card.
Vote online/phone until 2:00 PM EST October 29, 2010.
MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
IN PERSON - You may vote your shares in person by attending the Extraordinary General Meeting.
| COMPANY NUMBER | |
|---|---|
| ACCOUNT NUMBER | |
↓ Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. ↓
000303000000000000000 8 110910
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☑
- To approve the Combination with Subsea 7, and accordingly to increase the authorised share capital of the Company to $900m and, conditional upon and with effect from Completion (as defined in the enclosed prospectus), to restate the Company's Articles of Incorporation, as set out in the prospectus, including changing the name of the Company to "Subsea 7 S.A.";
- To appoint Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald, Mr Dod Fraser, Mr Arild Schultz, Mr Allen L Stevens and Mr Trond Westlie as the Directors of the Company as from Completion. Additionally, to appoint a ninth Director jointly identified by the Chairmen of Acergy S.A. and Subsea 7 Inc. and proposed for appointment at the Extraordinary General Meeting. Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald and such ninth Director to serve for an initial term expiring at the annual general meeting to be held not less than 12 months after Completion, and the initial term of the remaining directors to expire at the then following annual general meeting.
Voting Recommendation:
Acergy S.A.'s Board of Directors has reviewed and considered the terms and conditions of the Combination. Based on their review, the Board has determined that the Combination, and the transactions relating to it, are in the best interests of both Acergy S.A. and its shareholders.
Consequently, the Board of Directors of Acergy S.A. unanimously recommends that shareholders vote in favour of both of the resolutions which will be considered at the Meeting. The enclosed prospectus and the documents incorporated by reference herein contain information about Acergy and Subsea 7 and certain pro forma information on the Combined Group, as well as the legal requirements for the implementation of the Combination. We encourage you to read the prospectus and these documents carefully before voting, including the section entitled 'Risk Factors'.
Your vote is very important. The Company's Board of Directors recommends that you vote in favour of both of the resolutions to be considered at the Meeting.
| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
|---|---|---|---|
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.
14475
PROXY
ACERGY S.A.
Proxy Solicited on behalf of the Board of Directors of the Company for Extraordinary General Meeting November 9, 2010
The undersigned hereby authorise DnB NOR Bank ASA to constitute and appoint Sir Peter Mason KBE, Jean Cahuzac, Simon Crowe, Johan Rasmussen, Alistair Peel, Jean Hoss, Philippe Hoss, Chantal Mathu, or the Chairman of the Extraordinary General Meeting (if not one of the aforementioned) and each of them, his true and lawful agent and proxy, with full power of substitution in each, to represent and vote on behalf of the undersigned at the Extraordinary General Meeting of Shareholders of Acergy S.A., to be held at the offices of SGG S.A., 412F, route d'Esch, L-2086 Luxembourg on Tuesday, November 9, 2010 at 12:00 p.m. (local time) (the "Meeting"), and at any adjournments thereof, on all matters coming before the Meeting and any adjourned meeting.
The Board of Directors of the Company recommends that you vote in favour of the proposals to be considered at the Meeting.
In the event that you have sold your Acergy S.A. shares prior to receipt of this Notice, you are kindly requested to forward this Notice, and the accompanying documents, to the purchaser of your Acergy S.A. shares.
No provision of Luxembourg law compulsorily requires the deposit and blockage of shares by shareholders in order to attend and vote at a shareholders meeting or designate a proxy to do so. The Company's articles provide for a record date system.
(Continued and to be signed on the reverse side)
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACERGY S.A.
November 9, 2010
Please sign, date and mail your proxy card in the envelope provided as soon as possible.
↓ Please detach along perforated line and mail in the envelope provided.
000303000000000000000 8 110910
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE ☑
| 1. To approve the Combination with Subsea 7, and accordingly to increase the authorised share capital of the Company to $900m and, conditional upon and with effect from Completion (as defined in the enclosed prospectus), to restate the Company's Articles of Incorporation, as set out in the prospectus, including changing the name of the Company to "Subsea 7 S.A."; | FOR AGAINST ABSTAIN |
|---|---|
| 2. To appoint Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald, Mr Dod Fraser, Mr Arild Schultz, Mr Allen L Stevens and Mr Trond Westlie as the Directors of the Company as from Completion. Additionally, to appoint a ninth Director jointly identified by the Chairmen of Acergy S.A. and Subsea 7 Inc. and proposed for appointment at the Extraordinary General Meeting. Mr Kristian Siem, Sir Peter Mason KBE, Mr Jean Cahuzac, Mr Mel Fitzgerald and such ninth Director to serve for an initial term expiring at the annual general meeting to be held not less than 12 months after Completion, and the initial term of the remaining directors to expire at the then following annual general meeting. | ☐ ☐ ☐ |
Voting Recommendation:
Acergy S.A.'s Board of Directors has reviewed and considered the terms and conditions of the Combination. Based on their review, the Board has determined that the Combination, and the transactions relating to it, are in the best interests of both Acergy S.A. and its shareholders.
Consequently, the Board of Directors of Acergy S.A. unanimously recommends that shareholders vote in favour of both of the resolutions which will be considered at the Meeting. The enclosed prospectus and the documents incorporated by reference herein contain information about Acergy and Subsea 7 and certain pro forma information on the Combined Group, as well as the legal requirements for the implementation of the Combination. We encourage you to read the prospectus and these documents carefully before voting, including the section entitled 'Risk Factors'.
Your vote is very important. The Company's Board of Directors recommends that you vote in favour of both of the resolutions to be considered at the Meeting.
| Signature of Shareholder | Date: | Signature of Shareholder | Date: |
|---|---|---|---|
Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.