Reference is made to the stock exchange notice by Solstad Offshore ASA (“SOFF”)
on 24 October 2023 with key information about the subscription rights in Solstad
Newco in connection with the contemplated private placement to raise NOK 0.75
billion in new equity in Solstad NewCo (the “Private Placement”).
The Private Placement will be directed at all shareholders in SOFF, excluding
Aker Capital AS, currently holding in total 63,140,794 SOFF shares.
For each SOFF share, 1 (one) subscription right will be granted, giving the
right to subscribe for 1 (one) new share in Solstad Newco at a subscription
price of NOK 11.8782 per new share (the “Subscription Price”).
Upon establishment of the Solstad Newco structure, and prior to the private
placements to be completed in connection with the refinancing (as set out in
SOFF’s stock exchange notice on 23 October 2023), Solstad NewCo will have
approximately 126 281 760 shares with a total value of approximately NOK 1.5bn
on the basis of the Subscription Price.
After completion of all private placements, Solstad Newco will have
approximately 463,033,032 shares with a total value of NOK 5.5bn on the basis of
the Subscription Price, subject to customary adjustments under the transaction
agreement.
If Fausken Invest AS exercises its option to acquire 356 509 shares in SOFF from
Aker Capital AS, the numbers, including the subscription price, will be adjusted
accordingly.
The subscription rights will be delivered to eligible shareholders’ VPS accounts
in connection with the extraordinary shareholders’ meeting in Solstad Newco
where it is resolved to approve the equity capital transactions related to the
refinancing.
The subscription period shall commence as soon as customary closing conditions
have been satisfied and the prospectus has been approved by the Financial
Supervisory Authority and published, with the subscription period expiring two
calendar weeks after the date of publication of the prospectus, which is
expected to be in q1 2024.
