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Subsea 7 Share Issue/Capital Change 2022

Sep 9, 2022

6244_iss_2022-09-09_0c092201-5a37-4ebe-ab4a-d65788119979.html

Share Issue/Capital Change

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Subsea7 participation in Seaway7 equity financing

Subsea7 participation in Seaway7 equity financing

Luxembourg - 9 September 2022 - Seaway 7 ASA ("Seaway7"), part of the Subsea7

Group, today announced its intention to raise USD 650 million through the

issuance of new equity and debt, primarily to finance its two new build vessels.

The equity capital will be raised through a rights issue fully underwritten by

Seaway7's three largest shareholders to raise gross proceeds of approximately

USD 200 million. The proposed rights issue is subject to approval by Seaway7's

shareholders at an EGM expected to be held early in the fourth quarter of 2022.

As part of Seaway7's equity financing, and reaffirming its confidence in the

long-term outlook for the fixed offshore wind market, Subsea7 will subscribe to

new Seaway7 shares, representing 72% of the issuance, which equates to

approximately USD 144 million, in line with its current shareholding. The rights

issue has been fully underwritten by Seaway7's three largest shareholders

(Subsea7, Songa and Lotus Marine) on a pro rata basis(1) in proportion to their

current shareholding.

Subsea7 will fund this investment from its existing liquidity which, at 30 June

2022, included cash and equivalents of USD 464 million, an undrawn RCF of

USD 700 million and an export credit agency facility of USD 300 million.

Subsea 7 S.A. remains committed to the previously communicated capital

allocation framework and intends to continue to pay its regular dividend of NOK

1 per share, and to return excess cash to shareholders through a special

dividend and/or share repurchases.

A copy of Seaway7's announcement is attached to this release and can also be

found at www.seaway7.com (http://www.seaway7.com) or at newsweb.oslobors.no

(https://newsweb.oslobors.no/search?category=&issuer=12800&fromDate=&toDate=&mar

ket=&messageTitle=).

(1) Subsea7, Songa and Lotus Marine currently hold 72.00%, 14.32% and 7.16%% of

Seaway7's share capital, respectively.

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Subsea7 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.

Subsea7 is listed on the Oslo Børs (SUBC), ISIN LU0075646355, LEI

222100AIF0CBCY80AH62.

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

Contact for investment community enquiries:

Katherine Tonks

Investor Relations Director

Tel +44 20 8210 5568

[email protected]

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 2021. 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.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to Section 5-12 the Norwegian Securities Trading Act.