REM: Subsequent Offerings in Solstad Offshore ASA directed towards shareholders in Solstad Offshore ASA and Rem Offshore ASA ...
14 October 2016 - 5:00PM
NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND
THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
Fosnavåg, 14
October 2016
Reference is made to the previous
announcements made by Rem Offshore ASA ("Rem
Offshore") and Solstad Offshore ASA ("Solstad
Offshore") related to the subsequent offerings in Solstad
Offshore directed towards (i) shareholders in Solstad Offshore of
up to 3 188 811 class A-shares in Solstad Offshore ("Class A-Offer Shares"), and (ii) shareholders in Rem
Offshore ASA ("Rem Offshore") of up to
1 600 000 class B-shares in Solstad Offshore ("Class B-Offer Shares"), hereinafter referred to as the
"Subsequent Offerings".
The application period in the Subsequent Offerings
commence today 14 October 2016 at 9:00 AM and closes on 27 October
2016 at 16:30 PM CET (the "Application
Period"). Information about Solstad Offshore, the risks related
to an investment in the Solstad Offshore and the conditions for the
Subsequent Offerings are included in the prospectus dated 9
September 2016 which is available via link at the website of
Solstad Offshore at www.solstad.no and at www.arctic.com. A summary
of the information related to and the conditions for the Subsequent
Offering directed towards the eligible shareholders in Rem Offshore
is included below.
For further information, please refer to the stock
exchange announcement made by Solstad Offshore today.
Subsequent
offering in Solstad Offshore directed towards shareholders in Rem
Offshore
Solstad Offshore will issue
allocation rights to shareholders who owned shares in Rem Offshore
on 10 October 2016, as registered in the Norwegian Central
Securities Depository (the "VPS") on 12
October 2016, and who were not invited to participate in the
private placement directed towards Åge Remøy and companies
controlled by him and who are not resident in a jurisdiction where
such offering would be unlawful, or would (in jurisdictions other
than Norway) require any prospectus filing, registration or similar
action (the "Eligible Rem Shareholders").
Eligible Rem Shareholders will receive information about issued
allocation rights.
For each share in Rem Offshore
registered in the VPS on 12 October 2016, Eligible Rem Shareholders
will receive 0.3686 allocation rights ("Rem
Allocation Rights"), rounded down to the nearest whole number
of Rem Allocation Rights. One (1) Rem Allocation Right grants the
owner the right to apply for and be allocated one (1) Class B-Offer
Share at an offer price of NOK 12.50 per Class B-Offer Share. The
Rem Allocation Rights will be registered in the VPS under ISIN NO
0010771231. The Rem Allocation Rights are not transferable and will
not be listed on Oslo Børs.
Completion of the subsequent
offering directed towards shareholders in Rem Offshore is
conditional upon completion of the planned merger between Rem
Offshore and Solship Invest 1 AS, a wholly owned subsidiary of
Solstad Offshore (the "Merger").
Rem Allocation Rights which are not used within
the Application Period will be of no value and will automatically
lapse without compensation to the holder. Application for more
Class B-Offer Shares than the number of Rem Allocation Rights held
by an applicant is permitted. Application without Rem Allocation
Rights is not permitted.
A timetable for completion of the Subsequent
Offering directed towards shareholders in Rem Offshore is set out
below:
Application Periode |
14
October 2016 at 09:00 to 27 October 2016 at 16:30 CET |
Distribution of allocation letters |
On or
about 28 October 2016 |
Payment
date |
1 November
2016 |
Registration of the share capital increase in the Norwegian
Register of Business Enterprises |
On or about 24 November 2016 |
Delivery
of Class B-Offer Shares |
On or about 24 November 2016 |
Listing
and first day of trading for the Class B-Offer Shares on Oslo
Børs |
On or about 24 November 2016 |
Completion of the subsequent offering directed
towards shareholders in Rem Offshore is conditional upon completion
of the Merger. The allocation to be made by the board in Solstad
Offshore on 28 October 2016 will accordingly be conditional upon
such completion, and the shares will thus not be delivered to the
relevant shareholders' VPS account at such time. The payment amount
will be place on a separate account, and the amount will be repaid
to the relevant shareholder if the Merger is not completed.
Solstad Offshore ASA has commenced preparations to
apply for listing of the new Class B shares on Oslo Børs and
intends to submit such application on or about 19 October 2016.
There can be no guarantees that the new Class B shares will be
approved for listing on Oslo Børs.
Other relevant
information
If an Eligible Rem Shareholder
held shares registered through a financial intermediary on the
record date, the financial intermediary will customarily give the
eligible shareholder details of the aggregate number of allocation
rights to which it will be entitled and the procedure to apply for
offer shares in the Subsequent Offering. Eligible shareholders
holding shares through a financial intermediary should contact the
financial intermediary for details about the Subsequent Offerings.
Note that the financial intermediaries' deadline to apply for offer
shares in the Subsequent Offerings is expected to be prior to 16:30
(CET) on 27 October 2016.
Arctic Securities AS is acting as
manager for the Subsequent Offering. Wikborg Rein & Co
Advokatfirma DA is acting as legal advisor to Solstad Offshore.
Important
notice
This document and the information
contained herein is not for release, publication or distribution in
whole or in part in or into the United States. These materials do
not contain or constitute an offer for sale or the solicitation of
an offer to purchase securities in the United States. The
securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended, (the
"Securities Act") and may not be offered or sold in the United
States absent registration under the Securities Act or pursuant to
an available exemption from, or a transaction not subject to, the
registration requirements of the Securities Act.
This document is only addressed to
and directed at persons in member states of the European Economic
Area (other than Norway) who are qualified investors within the
meaning of Article 2(1)(e) of the Prospectus Directive (Directive
2003/71/EC) ("Qualified Investors") or to and at other persons to
whom the offering can otherwise be made pursuant to available
exemptions under the Prospectus Directive. In addition, in the
United Kingdom, this document is being distributed only to, and is
directed only at, Qualified Investors who are persons who have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") or who
are high net worth entities falling within Article 49(2)(a) to (d)
of the Order, and other persons to whom it may otherwise
lawfully be communicated (all such persons together being
referred to as "relevant persons"). Any investment activity to
which this document relates is available only to relevant persons
in the United Kingdom, and will only be engaged with such persons.
The Manager is acting for the Company in connection with the
offerings and no one else, and will not be responsible to anyone
other than the Company for providing the protections offered to
clients of the Manager nor for providing advice in relation to the
offering.
This information is subject to the
disclosure requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: REM Offshore ASA via Globenewswire
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