SOFF - FAR - DESSC: Mergers completed

21.06.2017 19:00

Skudeneshavn, Ålesund and Limassol, 21 June 2017

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.

"Today marks the beginning of a new company based on the 
proud heritage of three leading OSV companies. Over the last 
few months, the three organizations have worked together on 
the closing process and prepared the important integration 
process. I want to use the opportunity to thank everyone who 
has been involved and put in a lot of effort over the last 
months. Now, the real work starts as we need to extract the 
cost and revenue synergies identified", said Lars Peder 
Solstad, CEO of Solstad Farstad ASA.

The transactions which have been completed today 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". The completion of the 
Mergers was registered in the Norwegian Register of Business 
Enterprises after close of trading on the Oslo Stock 
Exchange today, 21 June 2017. 136,179,139 new SOFF shares 
have been issued to the former shareholders of Farstad 
Shipping ASA ("FAR"), while 30,666,339 new SOFF shares have 
been issued to the former shareholders of Deep Sea Supply 
Plc ("DESSC"), in exchange for shares they held in FAR and 
DESSC per the exchange ratios set forth in the plans for 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.

In total, the number of issued SOFF shares has increased by 
202,845,478 from 88,686,821 to 291,532,299, each with a par 
value of NOK 2. As a consequence, SOFF's share capital has 
increased with NOK 405,690,956 from NOK 177,373,642 to NOK 
583,064,598. SOFF's articles of association are amended in 
accordance with the abovementioned.

Delivery of the new SOFF shares in VPS will take place on 26 
June 2017. 

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 58,496,302 shares, representing 20.1 % of the 
shares and votes in issue, and Ocean Yield holds 8,836,681 
shares representing 3.0 % of the shares and votes in issue. 
The aggregate holding of Aker and Ocean Yield is 67,332,983 
shares, representing 23.1 % of the shares and votes in issue.

Hemen now holds 46,961,289 shares, representing 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.

Upon completion, the Solstad family, through its related 
companies SOFF Invest AS and Ivan II AS, holds an unchanged 
number of 21,066,965 shares, representing approximately 7.2 
% of the shares and votes in issue.

On a consolidated basis, the Farstad family and the related 
companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest 
AS together now hold a total of 4,470,910 shares, 
representing 1.5 % of the shares and votes in issue.

None of Aker, Ocean Yield, Hemen, the Farstad family or the 
Solstad family hold any rights to shares. None of the 
percentages set forth above reflect the effect of the 
potential exercise of the warrants issued to Sagale.

SOFF's board of directors now consists of Terje Vareberg 
(Chairman), Toril Eidesvik, Ellen Solstad, Frank O. Reite, 
Harald Thorstein, Sverre A Farstad and Merete Haugli. 

Lars Peder Solstad, Chief Executive Officer of Solstad 
Offshore ASA at +47 913 18 585 or Sven Stakkestad, Deputy 
Chief Executive Officer of Solstad Offshore ASA at +47 905 
15 802.

Karl-Johan Bakken, Chief Executive Officer of Farstad 
Shipping ASA at +47 901 05 697 or Olav Haugland, Chief 
Financial Officer of Farstad Shipping ASA at +47 915 41 809.

Anders Hall Jomaas, Chief Financial Officer of Deep Sea 
Supply Plc at +47 400 42 918.

This information is published in accordance with the 
requirements of the Continuing Obligations of the Oslo Stock