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May112017

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DOF Subsea Financial News

Reviewing opportunity for a stock exchange listing

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DOF Subsea AS (the Company) and its shareholders, DOF ASA owning 51%, and a fund managed by First Reserve owning 49%, have decided to start reviewing the opportunity for the Company to apply for a listing on Oslo Stock Exchange.
 
The Company has previously been listed on the Oslo Stock Exchange from November 2005 until December 2008, when DOF ASA and First Reserve took the Company private.
 
As part of a potential listing, the Company and its shareholders plan to evaluate a primary issuance of new shares in an offering as well as a partial sale of existing shares by First Reserve. DOF ASA intends to maintain its current ownership level, through participating with up to NOK 250 million in a cash issue, and contribution-in-kind of two subsea vessels owned by DOF ASA as well options to acquire two additional vessels. First Reserve expects to remain a significant shareholder after the primary issuance and partial sale of shares.
 
Proceeds from the primary issuance will provide flexibility for the Company to decisively pursue further organic and strategic growth opportunities and enhance the Company's competitive position ahead of an anticipated market recovery. The Company has engaged ABG Sundal Collier and Pareto Securities as financial advisers.
 
About DOF Subsea  
DOF Subsea is a leading specialist subsea service business that provides subsea construction, engineering, inspection, repair and maintenance and survey services, which involves complex and challenging engineering in an international environment. DOF Subsea operates with a global setup, being present in all the key offshore regions, and has 1,278 employees across 12 locations worldwide. By end March, the Company owned and operated a state-of-the-art asset base comprising 21 subsea vessels, in addition to 3 newbuilds, and 69 ROVs.
 
DOF Subsea reported revenues of NOK 5,099 million and EBITDA of NOK 1,764 million in 2016. Furthermore, the Company had a firm order backlog of approximately NOK 19 billion by year end 2016.
 
DOF Subsea was acquired by DOF ASA and First Reserve in 2008 for an equity price of NOK 4.3 billion on a 100% basis. The shareholders have since invested NOK 1.0 billion of new equity. DOF Subsea has in the period 2009-2016 reported accumulated net profits of approx. NOK 2.1 billion, or NOK 3.0 billion adjusted for write-downs.  
 
Important notice
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, Japanese, South African or United States securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, South Africa or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
 
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
 
This announcement is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement 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"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this announcement must satisfy themselves that it is lawful to do so.
 
This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Directive. The expression "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in each Relevant Member State. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in a prospectus or other relevant subscription material (the "Offering Material") to be prepared in connection with the offering. Before purchasing any shares of the Company ("Shares"), persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Offering Material when made available. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
 
In any EEA Member State other than Norway that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
 
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements.
 
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Each of the Company, ABG Sundal Collier ASA, Pareto Securities AS and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
 
This announcement does not constitute a recommendation concerning the offering. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the offering cannot be relied upon as a guide to future performance. There is no guarantee that the listing on Oslo Børs will occur and you should not base your financial decisions on the Company's intentions in relation to the listing at this stage. Potential investors should consult a professional advisor as to the suitability of the offering for the entity concerned. ABG Sundal Collier ASA and Pareto Securities AS are acting exclusively for the Company and no-one else in connection with the offering.
 
In connection with the offering, ABG Sundal Collier ASA and Pareto Securities AS, may take up a portion of the Shares in the offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such securities and other securities of the Company or related investments in connection with the offering or otherwise. Accordingly, references in the Offering Material, once made available, to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by ABG Sundal Collier ASA and Pareto Securities AS and any of their affiliates acting as investors for their own accounts. ABG Sundal Collier ASA and Pareto Securities AS do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
 
None of ABG Sundal Collier ASA and Pareto Securities AS  or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
 
For further information, please contact:
Mons S. Aase, CEO, DOF Subsea - Tel: +47 91 66 10 12  
Marianne Møgster, SVP Finance, DOF Subsea - Tel: +47 99 30 69 16