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DOF Subsea AS ("DOF Subsea" or the "Company") today announces its intention to launch an initial public offering (the "IPO") of its ordinary shares and to apply for a listing on Oslo Børs

NOT FOR DISTRIBUTION OR RELEASE,

DOF Subsea AS ("DOF Subsea" or the "Company") today announces its intention to launch an initial public offering (the "IPO") of its ordinary shares and to apply for a listing on Oslo Børs.
 
DOF Subsea is a leading specialist subsea service business that provides subsea engineering, construction, inspection, repair and maintenance and survey services. DOF Subsea operates with a global setup, being present in all the key offshore regions, and has 1,176 highly qualified subsea employees across 12 locations worldwide. The Company operates a state-of-the-art asset base comprising 23 subsea vessels, in addition to 2 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. The Company has previously been listed on the Oslo Stock Exchange in the period from November 2005 to December 2008, when DOF ASA and First Reserve took the Company private.
 
The IPO will support DOF Subsea's strategy and growth plans, and is expected to contribute to a sustained strong, diverse and long-term shareholder base for the Company.
 
Company Highlights
· A global subsea IMR operator with strong project and execution capabilities
· Unique strategic position providing integrated life-of-field subsea services
· 1,176 highly qualified subsea employees, state-of-the-art subsea vessels and the world's 4th largest ROV fleet
· Strong order intake through the cycle securing tangible near-term growth and highly attractive financial profile
· Resilient backlog as backbone for stable operating model with PLSV contracts in Brazil cementing strategic position
 
Offering Highlights
The IPO will comprise a public offering to institutional and retail investors in Norway and a private placement to certain institutional investors internationally (the "Offering"). Subject to approval of the listing application and successful completion of the Offering, the Company expects to be admitted to listing and commence trading on Oslo Børs ultimo June 2017.
 
As part of the Offering, the Company and its shareholders are evaluating a primary issuance of new shares raising gross cash proceeds of approximately NOK 800 million, as well as conducting a partial sale of existing shares currently owned by First Reserve. DOF ASA intends to maintain its current ownership level through participating with (i) up to NOK 250 million in cash and (ii) a contribution-in-kind of two subsea vessels owned by DOF ASA as well as options to acquire two additional vessels. The contribution-in-kind is NOK 300 million, bringing the total equity raise to approximately NOK 1,100 million. 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 growth opportunities and enhance the Company's competitive position ahead of an anticipated market recovery.
 
DOF Subsea has retained ABG Sundal Collier ASA and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners and ABN AMRO Bank N.V. and Clarksons Platou Securities AS as Joint Bookrunners.
 
Advokatfirmaet Thommessen AS is acting as Norwegian legal counsel to the Company. Advokatfirmaet Wiersholm AS is acting as legal counsel and KPMG is acting as financial due diligence advisors for the Managers.
 
Further announcements relating to the process will be made in due course.
 
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. A prospectus (the "Prospectus") prepared pursuant to the Prospectus Directive and approved by the competent authority in Norway is expected to be published by the Company, and when published, can be obtained on the Company's website, subject to regulatory restrictions. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. 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 Prospectus 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, ABN AMRO Bank N.V., Clarksons Platou 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 or Oslo Axess 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, Pareto Securities AS, ABN AMRO Bank N.V. and Clarksons Platou 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, Pareto Securities AS, ABN AMRO Bank N.V. and Clarksons Platou 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 Prospectus, 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, Pareto Securities AS, ABN AMRO Bank N.V., Clarksons Platou Securities AS and any of their affiliates acting as investors for their own accounts. ABG Sundal Collier ASA, Pareto Securities AS, ABN AMRO Bank N.V. and Clarksons Platou 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, Pareto Securities AS, ABN AMRO Bank N.V., Clarksons Platou 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.
 

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