|With the completion of the transactions announced in the stock exchange notice dated February 6, today marks the effective conception of the World's largest high-end offshore service vessel (OSV) company, Solstad Farstad ASA. The company has a fleet of 152 OSVs of which 33 are CSVs, 64 PSVs and 55 AHTS. The company is active in all key offshore regions and will operate out of Skudeneshavn,Norway.
The transactions include the mergers between (i)
Farstad Shipping ASA and Solship Invest 2 AS with the latter as the surviving entity and with settlement in shares in Solstad Offshore ASA ("SOFF", now renamed Solstad Farstad ASA), (ii) Deep Sea Supply Plc and Solship Sub AS with the latter as the surviving entity and (iii) Solship Sub AS and Solship Invest 3 AS with the latter as the surviving entity and with settlement in SOFF shares, together referred to as the "Mergers".
Of the new SOFF shares, 16,828,252 were issued to Aker Capital AS ("Aker"), a subsidiary of Aker ASA, in exchange for the 601,009,010 shares in FAR held by Aker. 8,836,681 shares were issued to Ocean Yield ASA ("Ocean Yield"), a subsidiary of Aker, in exchange for the 315,595,760 shares in FAR held by Ocean Yield. 4,470,910 shares were issued to the Farstad family and the related companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest AS in exchange for the 159,675,341 shares they held in FAR. 16,828,252 shares were issued to Hemen Holding Limited ("Hemen") in exchange for the 601,009,009 shares it held in FAR,
and 9,636,195 shares were issued to Hemen in exchange for the 91,543,853 shares it held in DESSC.
Furthermore, in connection with the completion of the Mergers, 16,000,000 new SOFF shares have today been issued to Hemen in exchange for its cash contribution of NOK 200,000,000 to SOFF, and 20,000,000 new SOFF shares have at the same time been issued to Aker by Aker's exercise of its conversion rights under the convertible loan in the principal amount of NOK 250,000,000 by set-off against the principal amount of that loan, corresponding to NOK 12.50 per share issued to each of Hemen and Aker.
First day of trading of the new SOFF shares will be 22 June 2017; however, since trading will begin before delivery of the new shares in VPS, no account-to-account transactions and no transactions with settlement prior to 26 June 2017 will be allowed in the new shares on the Oslo Stock Exchange in this period.
As a result of the completion of the Mergers, Farstad Shipping ASA and Deep Sea Supply Plc have been dissolved and removed from listing on the Oslo Stock Exchange.
SOFF's 17,999,444 class B shares have been converted to class A (ordinary) shares, and SOFF now has one single class of shares. Aker's 1,688,050 class B shares accordingly are now also of that single class.
SOFF has also as part of the completion of the Mergers issued 1,052,631 warrants to Sagale Beteiligungsverwaltungs GmbH ("Sagale") as replacement of the 10,000,000 warrants it held in DESSC. Each warrant gives the right to subscribe for one share in SOFF for a price of NOK 11.78 per share until 21 July 2019, after which the warrants will automatically lapse without compensation to the holder. Aker now holds 20.1 % of the shares and votes in issue, and Ocean Yield holds 3 % of the shares
and votes in issue. The aggregate holding of Aker and Ocean Yield is 23.1 % of the shares and votes in issue.Hemen now holds 16.1 % of the shares and votes in issue. In addition, Hemen is party to Total Return Swap (TRS) agreements (originally entered into with exposure to DESSC shares) with exposure to 4,496,842 shares in SOFF and with expiration date 26 June 2017 and exercise price NOK 9.979 per share.