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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH
AFRICA.
Skudeneshavn, June 12, 2024 - Reference is made to the stock exchange
announcement published by Solstad Offshore ASA (“SOFF”) on 29 May 2024 regarding
the publication of a prospectus by Solstad Maritime Holding AS (“SMH”) (the
“Prospectus”), delivery of subscription rights and launch of the offering of
63,497,303 new shares in SMH (the “Offering”).
SMH is pleased to announce that the Offering has been successfully placed,
raising gross proceeds of approx. NOK 750 million through the issuance of
63,497,303 new shares in SMH (the “Offer Shares”), each at a price of NOK 11.82
per share (the “Offer Price”).
SMH has received subscriptions and allocated 58,401,784 Offer Shares based on
subscription rights exercised during the subscription period, equal to approx.
NOK 690 million. Aker Capital AS (“Aker”) had fully underwritten the Offering,
and had undertaken to subscribe for any Offer Shares not allocated to others on
the basis of the exercise of subscription rights issued in the Offering. On this
basis, Aker has subscribed for 5,095,519 Offer Shares in the Offering. All
applicants who have submitted a valid subscription on the basis of subscription
rights have received an allocation.
Notifications of allocated Offer Shares and the corresponding amount to be paid
by investors are expected to be communicated to investors on or about 13 June
2024. Investors who have access to investor services through their VPS account
manager should be able to see how many Offer Shares they have been allocated
from 12:00 (CEST) on or about 13 June 2024. Pareto Securities AS (the “Manager”)
may also be contacted from 12:00 (CEST) for information regarding allocation,
payment and delivery of the shares in the Offering.
Eligible investors are also reminded of SOFF’s stock exchange announcement on 4
June 2024 regarding a possible offering by Solstad Shipholding AS to buy SMH
shares after completion of the Offering, directed towards eligible shareholders
in SOFF who received 200 or less subscription rights in the Offering and
exercised such subscription rights (in part or in whole) during the Offering
subscription period. Further details will be communicated on or about 13 June
2024.
The payment for allocated Offer Shares falls due on or about 17 June 2024.
Subject to timely payment of the subscription amount in the Offering, SMH
expects that the share capital increase pertaining to the Offering will be
registered with the Norwegian Register of Business Enterprises on or about 21
June 2024 and that the Offer Shares will be delivered to the VPS accounts of the
subscribers to whom they are allocated on or about 24 June 2024, subject to
satisfaction of the relevant subscribers’ payment obligation.
Following registration of the new share capital pertaining to the issuance of
the Offer Shares in the Offering, SMH will have a share capital of NOK
93,071,711 divided into 465,358,555 shares, each with a par value of NOK 0.20.
Following completion of the Offering, Aker Capital AS will own 195 450 849
shares in SMH, corresponding to an ownership interest of approx. 42%, AMSC ASA
will own 90,442,601 shares in SMH, corresponding to an ownership interest of
approx. 19,4% and Solstad Shipholding AS, a wholly owned subsidiary of SOFF, own
126,903,553 shares in SMH , corresponding to an ownership interest of approx.
27,3%. Solstad Shipholding AS’ ownership in SMH may further change as a result
of the possible offering by Solstad Shipholding AS to buy SMH shares as
described above.
For further information, please contact:
Lars Peder Solstad CEO, at +47 91 31 85 85
Kjetil Ramstad CFO, at +47 90 75 94 89
Pareto Securities AS, at +47 22 87 87 50
Solstad Maritime Holding AS (www.solstad.com/solstad-maritime)
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of SMH. Copies of this
announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
SMH does not intend to register any part of the offering in the United States or
to conduct a public offering of securities in the United States. Any sale in the
United States of the securities mentioned in this announcement will be made
solely to “qualified institutional buyers” as defined in Rule 144A under the
Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The “Prospectus Regulation”
means Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
The issue, subscription or purchase of shares in SMH is subject to specific
legal or regulatory restrictions in certain jurisdictions. Neither SMH, SOFF,
Aker Capital AS nor the Manager assume any responsibility in the event there is
a violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although SMH believe that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and unknown
risks, uncertainties, contingencies and other important factors which are
difficult or impossible to predict, and are beyond their control. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. SMH does not make any guarantee that
the assumptions underlying the forward-looking statements in this announcement
are free from errors nor does it accept any responsibility for the future
accuracy of the opinions expressed in this announcement or any obligation to
update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. SMH does not undertake any obligation to review, update, confirm, or to
release publicly any revisions to any forward-looking statements to reflect
events that occur or circumstances that arise in relation to the content of this
announcement.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of SMH.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.
This announcement is an advertisement and is not a prospectus for the purposes
of the Prospectus Regulation as implemented in any Member State.
Kilde
