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“Company”) regarding the USD 197 million claim guaranteed by the Company,
related to the financing of the vessel Normand Maximus (the “Residual Claim”).
The Company is pleased to announce that the Company and some of its subsidiaries
have entered into two agreements which finally discharge the Residual Claim.
The agreements implies a reduction of the Group’s net debt by approximately NOK
1 billion. The agreements (related to the Residual Claim) are estimated to have
an annual positive accounting effect of approximately NOK 500 million through
reduced interest and depreciation. In addition, the contract extension for CSV
Normand Maximus announced on 21 November 2024 will have positive one-off
accounting effect of approximately NOK 500 million which will be reflected in
the Company’s Q4 accounts.
The agreements are as follows:
The Company and subsidiaries have entered into an agreement with MYF Maximus
Limited (“MYF”). MYF is a former shareholder in Maximus Limited. Maximus Limited
is the creditor for the Residual Claim.
MYF had initiated litigation in Norway and in the Cayman Islands to reclaim
their previous shareholding and control in Maximus Limited. The litigation
pertained to enforcement of share security by the Lenders in 2021.
The litigation was initiated against the lenders that had originally provided
bank financing for the acquisition of “Normand Maximus” in 2016(the “Lenders”).
The agreement with MYF involves that MYF waives any claim and rights in Maximus
Limited and the Residual Claim. The litigation in Cayman and Norway is
discontinued and the judgment by the Oslo District Court of 7 July 2023 in
favour of the Lenders is final.
A payment will be made by the Company’s group to MYF in an amount of USD 91.45
million. This payment is agreed between the parties and Maximus Limited to
discharge the Residual Claim in full.
The Company and the Lenders on the other side have entered into an agreement
which discharges the rights and interests that the Lenders had in Maximus
Limited and the Residual Claim pursuant to agreements entered into between the
Company and the Lenders.
The agreements entered into also involves that the Company now owns and controls
Maximus Limited, including the cash in the company.
The net amounts of approx. USD 102 million payable to MYF and the Lenders will
be financed by cash in the Company and a term and revolving credit facility with
DNB Bank ASA.
The Residual Claim has prevented the Company from paying dividends, whereas the
new financing arrangements permit payment of dividend subject to financial
performance of the Company.
The transaction was completed today, 22 November 2024.
Background on the litigation
The maturity date for the Residual Claim was originally 31 March 2024, but was
postponed to 16 January 2027 in connection with the refinancing of the group
announced 23 October 2023.
As part of the refinancing, a subsidiary of the Company was granted an option to
purchase the Residual Claim against payment of NOK 200 million. The payment from
the Company to the Lenders under the agreement now entered into is equal to the
purchase option price of NOK 200 million. In addition NOK 25 million is paid to
the Lenders as cost coverage.
The right to exercise the purchase option was contingent on the outcome of
litigation in Norway and in the Cayman Islands regarding the ownership of the
shares and control in Maximus Limited as the creditor for the Residual Claim.
The litigation was pending between the Lenders and MYF.
If the Lenders prevailed in the litigation, the option to purchase the Residual
Claim was exercisable.
In the event that the Lenders did not prevail, the Company would have to pay or
refinance the Residual Claim in 2027, in an amount including incurred interest
of USD 241 million. The amount now paid under the agreements entered into with
MYF and the Lenders is approximately 42% of the amount that would otherwise fall
due in 2027.
The two agreements between the involved parties, means that a satisfactory
solution has been reached.
CEO Lars Peder Solstad says:
"The Company has been seeking solutions to the Residual Claim over time. The
litigation on the Residual Claim was expected to be ongoing until at least 2026.
The Residual Claim made a refinancing of the group at Company level for the
March 2024 debt maturities impossible. Also after the refinancing announced in
October 2023, the Residual Claim placed limitations on the operation and
development of the Company.
Considering the risks involved with the litigation and the uncertainty that the
Residual Claim placed upon the group, we are pleased to have reached a solution
with the involved parties at satisfactory terms.
This uncertainty related to the Residual Claim is now brought to an end. The
solution is made possible by the liabilities released and values unlocked in the
2023 refinancing of the group. Improved markets has during 2024 also opened for
financing of the solution at manageable terms.
We look forward to take full advantage of this new flexibility in a strong
offshore market."
Contacts
Lars Peder Solstad CEO, at +47 91 31 85 85
Kjetil Ramstad CFO, at +47 90 75 94 89
Solstad Offshore ASA
www.solstad.com
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading
Act. This announcement was published by Kjetil Ramstad, CFO of Solstad Offshore
ASA, on 22 November 2024 at 12:00.
Kilde
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