Eidesvik Offshore : Prospectus July 2023

PROSPECTUS

Eidesvik Offshore ASA

(a public limited liability company incorporated under the laws of Norway)

Listing of 10,833,333 new shares issued in a Private Placement

The information in this prospectus (the "Prospectus") has been prepared by Eidesvik Offshore ASA (the "Company" and together with its consolidated subsidiaries, the "Group"), a public limited liability company incorporated under the laws of Norway, for the use in connection with the listing (the "Listing") on Oslo Børs, a stock exchange operated by Oslo Børs ASA ("Oslo Børs") of 10,833,333 new shares in the Company, each with a nominal value of NOK 0.05 (the "Private Placement Shares") issued at a subscription price of NOK 12 per Private Placement Share (the "Offer Price") in a private placement directed towards certain Norwegian and international institutional investors, raising gross proceeds of approximately NOK 130 million (the "Private Placement").

Investing in the Company's Shares involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, consider Section 2 "Risk Factors" beginning on page 8 when considering an investment in the Company. The Shares have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States. The distribution of this Prospectus may be restricted by law in certain jurisdictions. Persons in possession of this Prospectus are required by the Company and the Manager to inform themselves about and to observe any such restrictions. Any failure to comply with these regulations may constitute a violation of the securities laws of any such jurisdiction. Please see Important Information below, and Section 12 "Securities Trading in Norway".

Manager

Pareto Securities AS

The date of this Prospectus is 3 July 2023

IMPORTANT INFORMATION

This Prospectus has been prepared to provide information about the Private Placement, the Private Placement Shares and the Group, including the Group's business, in connection with the listing of the Private Placement Shares. Furthermore, this Prospectus has been prepared to comply with the Norwegian Securities Trading Act of June 29, 2007 no 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, regarding requirements to the information contained in a prospectus (the "EU Prospectus Directive") as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (as amended) (hereafter "EC Regulation 809/2004"). All inquiries relating to this Prospectus must be directed to the Company. No other person is authorised to give any information about, or to make any representations on behalf of, the Company in connection with the listing of the Private Placement Shares. If any such information is given or made, it must not be relied upon as having been authorised by the Company. The information contained herein is as of the date hereof and is subject to change, completion and amendment without further notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of listing of the Private Placement Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, shall under any circumstances create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. The contents of this Prospectus shall not be construed as legal, business or tax advice. Each reader of this Prospectus should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Prospectus, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser. The investors should make their own assessment as to the suitability of investing in the securities.

The distribution of this Prospectus may be restricted by law in certain jurisdictions. This Prospectus does not constitute an offer of, or an invitation to purchase, any Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering of Shares to occur outside of Norway. Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. The Company and the Manager require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. The Private Placement Shares are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. For further information on the manner of distribution of the Private Placement Shares and the selling and transfer restrictions to which they are subject, Section 12 "Securities Trading in Norway".

Any reproduction of this Prospectus, in whole or in part is prohibited. This Prospectus shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Prospectus.

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TABLE OF CONTENTS

1	Summary	3
2	Risk Factors	8
	2.1	Risks relating to the Group and the industry in which it operates	8
	2.2	Risks related to financing	11
	2.3	Legal and regulatory risk	11
	2.4	Risk related to the Shares	12
3	Statement of Responsibility	14
4	Statement of Approval	15
5	General Information	15
	5.1	Financial information	15
	5.2	Industry and market data	15
	5.3	Other information	17
	5.4	Rounding	17
	5.5	Cautionary note regarding forward-looking statements	17
6	The Private Placement	19
	6.1	General information	19
	6.2	Information specific to the Private Placement Shares	20
7	Industry Overview	25
	7.1	Introduction	25
	7.2	Demand and key drivers	25
	7.3	The Offshore Support Vessel Market	28
8	Company Overview	37
	8.1	Corporate information	37
	8.2	The Group's legal structure	37
	8.3	History and development	38
	8.4	Regulatory disclosures by the Company in the last 12 months	40
	8.5	Business description	42
	8.6	Legal proceedings	50
	8.7	Material contracts outside the ordinary course of business	51
	8.8	Investments	51
	8.9	Trend information	51
	8.10	Related party transactions	51
9	Board, Management and Corporate Governance	52
	9.1	The Board	52
	9.2	Management	55
	9.3	Loans and guarantees provided to directors or management	57
	9.4	Conflicts of interest and other disclosures	57
	9.5	Corporate governance	57

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10	Capital Resources	58
10.1	Capitalization overview	58
10.2	Net indebtness as of 31 March 2023	58
10.3	Contingent and other liabilities	59
10.4	Debt facility	59
11 Shares, Share Capital and Shareholder Matters	60
11.1	Shares and share capital	60
11.2	Authorizations to issue additional shares, etc.	60
11.3	Working capital statement	60
11.4	Shareholder structure	60
11.5	Shareholder rights and shareholder policies	61
11.6	Share classes and voting rights	61
11.7	Trading rights	62
11.8	Shareholder and dividend policy	62
11.9	Legal constraints on the distribution of dividends	62
11.10	Manner of dividend payments	63
11.11	General meetings	63
11.12	Additional issuances and preferential rights	64
11.13	Distribution of assets on liquidation	65
12 Securities Trading in Norway	66
12.1	Trading and settlement	66
12.2	Information, control and surveillance	66
12.3	The VPS and transfer of Shares	67
12.4	Shareholder register	67
12.5	Foreign investment in Norwegian shares	67
12.6	Payment of dividends to foreign investors	67
12.7	Disclosure obligations	68
12.8	Insider trading	68
12.9	Mandatory offer requirement	68
12.10	Compulsory acquisition	69
12.11	Foreign exchange controls	70
13	Norwegian Taxation	71
13.1	Taxation of dividends	71
13.2	Taxation of capital gains on realization of shares	72
13.3	Taxation of subscription rights	73
13.4	Net Wealth Tax	73
13.5	Inheritance Tax	73
13.6	VAT and transfer taxes	73
14	Additional Information	74
14.1	Independent auditor	74
14.2	Advisors	74
14.3	Documents on display	74
14.4	Incorporation by reference	74
15 Definitions and Glossary of Terms	75

1	Summary
				Introduction
Warnings	This summary should be read as an introduction to the Prospectus. Any
		decision to invest in the securities should be based on a consideration of the
		Prospectus as a whole by the investor. An investment in the Company's
		Shares involves inherent risk and the investor could lose all or part of its
		invested capital. Where a claim relating to the information in this Prospectus
		is brought before a court, the plaintiff investor might, under national law,
		have to bear the costs of translating the Prospectus before the legal
		proceedings are initiated. Civil liability attaches only to those persons who
		have tabled the summary including any translation thereof, but only where
		the summary is misleading, inaccurate or inconsistent, when read together
		with the other parts of the Prospectus, or where it does not provide, when
		read together with the other parts of the Prospectus, key information in
		order to aid investors when considering whether to invest in such securities.
The securities	The Company has one class of shares. The Shares are registered in the VPS
		under ISIN NO 001 0263023.
The issuer	Eidesvik Offshore ASA, via its subsidiaries, owns and operates a world-wide
		fleet of purpose-built vessels, providing services to the offshore supply,
		subsea and offshore wind segments.
And offeror(s)	The Company, as issuer, is the offeror of the Private Placement Shares. See
		the item above for information about the Company.
Approval of the	The Prospectus has been approved by the Financial Supervisory Authority
Prospectus	of Norway as competent authority, with business registration number 840
		747 972, registered address at Revierstredet 3, N-0151 Oslo, Norway,
		telephone number [phone] and e-mail: [e-mail]. The
		Prospectus was approved on 3 July 2023.
			Key information on the issuer
Who is the issuer?
Corporate information	The Company is a public company limited by shares, registered under the
		laws of Norway, with registration number 986 942 785 in the Norwegian
		Business Registry.
Principal activities	The Company's principal activities via its subsidiaries to own and operate a
		fleet of purpose-built vessels, providing services to the offshore supply,
		subsea, and offshore wind.
Major Shareholders	Eidesvik Invest AS holds 59.86% of the share capital and votes of the
		Company. Besides Eidesvik Invest AS, there are no other shareholder
		holding more than 5% share capital and/or votes of the Company. As of 3
		July 2023, the top ten shareholders of the Company were as follows:
		Rank		Investor	Number	of	% of total
					shares
		1		Eidesvik Invest AS	43 684 833		59.86%
		2		Jakob Hatteland Holding AS	3 459 341		4.74%
		3		Helgø Forvaltning	1 698 886		2.33%
		4		Vingtor Invest AS	1 684 719		2.31%
		5		Stangeland Holding AS	1 263 068		1.73%
		6		Bergtor Investering AS	1 256 401		1.72%
		7		Dunvold Invest AS	1 099 500		1.51%
		8		Caiano Ship AS	947 575		1.30%