Date: 3 December 2018

GC Rieber Shipping: Publication of prospectus and commencement of the subscription period

Stock Exchange Notice
Date: 3 December 2018

GC Rieber Shipping ASA: Publication of prospectus and commencement of the subscription period


Reference is made to the stock exchange announcement dated 29 November 2018 in which GC Rieber Shipping ASA ("GC Rieber Shipping" or the "Company") announced that a prospectus (the "Prospectus") has been approved in connection to the rights issue (the "Rights Issue") of 28,941,177 new shares in the Company (the "Offer Shares") at a subscription price of NOK 8.50 per Offer Share (the "Subscription Price").

Availability of the prospectus:

Subject to applicable local securities laws, the prospectus for the Rights Issue (the "Prospectus") will be available at from today, 3 December 2018.

Hard copies of the Prospectus may be obtained free of charge from the same date by contacting the Company or the subscription office as set out in the Prospectus.


Shareholders registered in the Company's shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 28 November 2018 (registered as such in the VPS on 30 November 2018, (the "Record Date")) (the "Existing Shareholders") will be granted transferable subscription rights (the "Subscription Rights") that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue.

Allocation of Subscription Rights:

Each of the Subscriptions Rights provides preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder). Existing Shareholders will be allocated 0.50778 Subscription Rights for each share in the Company registered as held on the Record Date, rounded down to the nearest whole Subscription Right.

For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 14 "Selling and transfer restrictions" and Section 5.10 "Subscription Rights" in the Prospectus.

Subscription Period:

The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 3 December 2018 and expire at 16:30 hours (CET) on 17 December 2018.

Trading in Subscription Rights:

The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker "RISH S" from 09:00 hours (CET) on 3 December 2018 to 16:30 hours (CET) on 13 December 2018 on the Oslo Stock Exchange.

Subscription Rights that are not used to subscribe for Offer Shares or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.

The Subscription Rights may have economic value if the Company's shares trade above the Subscription Price during the Subscription Period. The Rights Issue will result in an immediate dilution of approximately 33.6% for Existing Shareholders who do not participate in the Rights Issue.

Subscription Price:

NOK 8.50 per Offer Share.

Pre-commitment and underwriting:

The largest shareholder of the Company, GC Rieber AS, has pre-committed to subscribe for its 70.4% pro rata share of the Rights Issue. The remaining Offer Shares (29.6%) are fully underwritten by GC Rieber AS, who has also guaranteed payment of the Offer Shares. GC Rieber AS' obligations to subscribe and pay for the remaining shares in the Rights Issue are conditional upon certain customary conditions. For a description of the underwriting agreement and the payment guarantee agreement and such conditions, reference is made to Section 5.5 "The Underwriting and Payment Guarantee" in the Prospectus.

Subscription procedure:

Subscription of Offer Shares must be made by submitting a correctly completed subscription form, and submit it to the subscription office as set out in the Prospectus within 16:30 hours (CET) on 17 December 2018 or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.

Over-subscription and subscription without Subscription Rights are permitted.

Financial Intermediaries:

If an Existing Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.

Listing and Commencement of trading of the Offer Shares:

Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 21 December 2018. The Offer Shares allocated in the Rights Issue are expected to be traded on the Oslo Stock Exchange from and including 21 December 2018.

* * *

Sparebank 1 Markets AS is acting as Receiving Agent in the Rights Issue.

Advokatfirmaet Schjødt AS is acting as the Company's legal adviser in connection with the Rights Issue.

For further details of the terms of the Rights Issue, please refer to the Prospectus.

For further information, please contact:

CEO Einar Ytredal, phone: +47 975 20 184
CFO Øystein Kvåle, phone: +47 479 02 919

About GC Rieber Shipping:

GC Rieber Shipping's business within offshore/shipping includes ownership in specialized vessels, high quality marine ship management and project development within the segments subsea, ice/support and marine seismic.

The group has a specialized competence in offshore operations in harsh environments as well as design, development and maritime operation of offshore vessels. GC Rieber Shipping currently operates 11 and has direct and indirect ownership in 23 advanced special purpose vessels for defined markets within the subsea, ice/support and marine seismic segments.

The company has its headquarter and a ship management office in Bergen, and an additional ship management company in Yuzhno-Sakhalinsk (Russia). The Company is listed on Oslo Børs with ticker RISH.

Further information is available on the company's website


This communication may not be published, distributed or transmitted in or into the United States, Canada, Australia or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities of the Company in the United States, Norway or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act and to "major U.S. institutional investors" under SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of the securities will be made in the United States.

In any EEA Member State 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, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant Member State) and includes any relevant implementing measure in the relevant Member State.

In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and 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 communication must satisfy themselves that it is lawful to do so.

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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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.

This announcement is made by and, and is the responsibility of, the Company. SpareBank 1 Markets AS (the "Manager") is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein.

Neither the Manager nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its affiliates accepts any liability arising from the use of this announcement.

Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.