Attached herewith as Exhibit 99.1 is a press release, dated January 10, 2011, whereby Subsea 7 S.A. (the “Company”) announced today that pursuant to the Luxembourg law of January 11, 2008 on transparency requirements the Company has received today the following notifications in respect of disclosure of large shareholdings.
Name of shareholder
|
Number of shares owned
|
Percentage of voting rights
|
|
|
|
Siem Industries Inc.
|
69,681,932
1
|
19.8%
|
Folketrygdfondet
|
32,289,762
2
|
9.2%
|
1
65,429,045 shares published prior to market opening on January 10, 2011 represented the number of shares beneficially owned by Siem Industries Inc. in Subsea 7 Inc. at close on January 7, 2011. 69,681,932 shares represent Siem Industries Inc.’s beneficial shareholding in Subsea 7 S.A. post completion based on a conversion rate of 1.065.
2
32,289,762 shares owned as per beneficial owner notification to the Company and Oslo Børs on January 10, 2011.
The information set forth above shall be deemed to be incorporated by reference into the prospectuses forming a part of our Registration Statements on Form S-8 (No. 33-85168, No. 333-09292, No. 333-74321, No. 333-124983, No. 333-124997 and No. 333-166574) and our Registration Statements on Form F-3 and Form F-3/A (No. 333-86288) and to be a part of such prospectuses from the date of the filing thereof. The attached press release shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
Certain statements set forth above and contained in the press release furnished pursuant to this Form 6-K may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the 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 potential filing obligations under the Luxembourg Transparency Law. 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; 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 and administrative proceedings or governmental enquiries; uncertainties inherent in operating internationally; the timely delivery of ships on order and the timely completion of ship conversion programs; 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.