Subsea 7 S.A. (Oslo Børs: SUBC) announced that in light of its continued strong performance, the strength of the balance sheet and confidence in its business, the Board recommends shareholders approve a special dividend of $0.60 per share be paid to shareholders in July 2012. This dividend is subject to approval by shareholders at the 2012 AGM in June 2012. The Board has also authorised a share buyback programme of up to $200 million to be carried out over the next twelve months.
Under the share buyback programme, the repurchased shares will either be cancelled or held as treasury shares to meet obligations arising under notes convertible into shares of the Company or any employee share option schemes. As of March 16, 2012 the Company has 351,793,731 shares in issue, including treasury shares and approximately 338 million shares outstanding. Shares will be repurchased in the open market on the Oslo Børs. This repurchase payment is in accordance with the authorisation granted to the Board at the AGM on May 27, 2011. Under the authorisation, the Company or any direct or indirect wholly-owned subsidiary of the Company is authorised to purchase shares subject to the maximum price to be paid for such shares not exceeding the average closing price for such shares on the Oslo Børs for the five most recent trading days prior to such purchase and b) the minimum price to be paid for such shares shall not be less than the par value (i.e. U.S. $2.00 per share) thereof and further provided such purchases are in conformity with Article 49-2 of the Luxembourg Company Law and the EU Commission Regulation 2273/2003 on exemptions for buyback programmes and stabilisation of financial instruments, such authorisation being granted for purchases completed on or before May 26, 2016.
As at December 31, 2011, Subsea 7 S.A. held indirectly 10,403,599 treasury shares representing 2.96% of the total number of issued shares. In addition, 914,000 shares were held in an employee benefit trust to support the 2009 Long-Term Incentive Plan and a further 1,737,803 shares were held in a separate employee benefit trust to support the restricted stock award plan. Total shares in issue, including treasury shares, of 351,793,731 shares remains unchanged
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