Fosnavåg, 9 December 2016
Reference is made to previous stock exchange announcements, including the announcement made by REM Offshore ASA ("REM" or the "Company") on 28 July 2016, regarding the financial restructuring of REM (the "Financial Restructuring") and merger with Solship Invest 1 AS ("Solship"), a wholly owned subsidiary of Solstad Offshore ASA ("SOFF"), against settlement in the form of consideration shares in SOFF (the "Merger").
Completed financial restructuring of REM
The Financial Restructuring has now been completed. The following changes in the equity capital of the Company, resolved by the extraordinary general meeting in REM on 10 October 2016 were on 8 December 2016 registered in the Norwegian Register of Business Enterprises (NW: Foretaksregisteret):
- Share capital reduction of NOK 10,158,905.50 through reduction of the nominal value of the shares to NOK 0.50;
- Share capital increase of NOK 86,206,896.50 through a private placement directed towards Forsa AS in the amount of NOK 150 million by issuance of 172,416,793 new shares at NOK 0.87 per share;
- Share capital increase by way of conversion of debt in the amount of NOK 68,832,857 through a private placement directed towards the bondholders in REM04PRO and REM05 in the total amount of NOK 513,500,000 through the issuance of 137,665,714 new shares at NOK 3.73005 per shares;
- Share capital increase by way of conversion of debt in the amount of NOK 6,883,277 through a private placement directed towards Vard Group AS in the total amount of NOK 191,721,778 at NOK 13.42663538 per share.
The new share capital in the Company following completion of the Financial Restructuring is NOK 172,081,938 consisting of 344,163,870 shares, each with a nominal value of NOK 0.50.
Following completion of the private placement directed towards Forsa AS ("Forsa"), a company controlled by the Company's chairman Åge Remøy, Forsa owns 172,413,793 shares in Rem, equal to 50.10% of the issued share capital in REM. Forsa has through the subscription for shares triggered a mandatory offer obligation on the shares in REM in accordance with the Norwegian Securities Trading Act (the "NSTA") section 6-1 (1). As the Merger has been registered completed today no offer will be made, c.f. the NSTA sections 6-1 (1), 6-8 and 6-9. Reference is made to separate announcement made by Forsa today.
The remaining Bonds (following the debt conversion) under REM04PRO and REM05 (NOK 276.5 million in aggregate par value) has been exchanged into bonds in a new secured bond issue with ISIN NO 0010779945 (the "Bond Issue"). The Bond Issue has an 8 year tenor, a fixed coupon of 5.0% p.a. payable as PIK interest, no financial covenants and is secured by a first lien pledge over all shares issued by Rem Maritime AS. The Company has allocated NOK 60 million of the new equity following the capital increase to carry out a buy-back of bonds under the Bond Issue. The buy-back will be carried out as a reverse Dutch auction within 30 days after the closing of the Financial Restructuring.
Completed merger with Solship invest 1 AS
As the Financial Restructuring now has been completed, the condition for completion of the Merger has been satisfied. The Board of SOFF has resolved to issue the consideration shares in the Merger in accordance with the authorization granted to the board of SOFF in the extraordinary general meeting in SOFF which was held on 10 October 2016. The Board of Solship has furthermore registered completion of the Merger in Foretaksregisteret. Reference is made to the separate announcement made by SOFF today. Completion of the Merger has the following effects:
- The assets, rights and liabilities of REM are transferred in full to Solship
- REM is dissolved and will be removed from listing on Oslo Axess
- The shareholders in Rem will receive as merger consideration 0.0696 shares in SOFF for each share they own in REM, whereof Forsa AS shall receive 6,000,000 A-shares in SOFF while the remaining shares in REM are given settlement in the form of B-shares in SOFF
The consideration shares are expected to be available on each investors account on or about 13 December 2016 and the B-shares are expected to be admitted to trading on Oslo Børs on or about 13 or 14 December.
Following completion of the Merger the condition for completion of the subsequent offer made by SOFF has been satisfied. The Board of SOFF has accordingly resolved to issue 83,965 shares which were ordered in the subsequent offering. Please refer to the separate announcement made by SOFF today in this respect.
This announcement is subject to the disclosure obligations of the NSTA section 5-12.
For further information:
Rem Offshore ASA
Ola Beinnes Fosse, acting CEO, +47 975 31 227