Disclosures of large shareholdings and primary insider notifications
Reference is made to the stock exchange notice by Solstad Offshore ASA (the “Company”) earlier today (the “Notice”) regarding the approval by the extraordinary general meeting of the restructuring of the Solstad Offshore group (the “Restructuring”) and the final decisions by the Company’s board of directors (the “Board”) regarding, inter alia, the allocation to investors of new shares in the private placements (the “Private Placements”), as set out in the Notice. All terms used in this notice shall have the meaning ascribed to such terms in the Notice.
Upon completion of the Private Placements, the Company has issued a total of 72,883,250 shares, and inter alia the following shareholders have passed a disclosure threshold pursuant to section 4-3 of the Norwegian Securities Trading Act (the “NSTA”):
- Aker Capital AS (wholly owned subsidiary of Aker ASA) has subscribed for 15,822,124 new shares. 356,509 of such shares are subject to a put/call arrangement with Fausken Invest AS, a company controlled by Frank Ove Reite, a Board member in the Company. In addition, Ocean Yield ASA (controlled by Aker Capital AS) has indirectly subscribed for 2,782,757 shares. Prior to the subscriptions, Aker Capital AS held 58,496 shares (after the share consolidation) in the Company. Aker Capital AS has accordingly reached the 25% threshold in the NSTA as its aggregated consolidated shareholding is 18,663,377 shares, equal to 25.6% of the shares and votes in the Company (including the shares held by Ocean Yield ASA and the shares subject to the put/call arrangement with Fausken Invest AS).
- Hemen Holding Limited (controlled by trusts established by John Fredriksen for the benefit of his immediate family) has subscribed for 6,691,283 new shares and thereby holds a total of 6,741,472 shares, including the already owned 50,189 shares (after the share consolidation), which equals 9.3% of the shares and votes in the Company and has thereby fallen below the 10% threshold;
- SFL Corporation Ltd. has not previously been a shareholder and has subscribed for 4,393,759 shares, equal to 6.0% of the shares and votes in the Company. Consequently, SFL Corporation Ltd. has passed the 5% threshold.
- The CEO, Lars Peder Solstad, has, through Jarsteinen AS, a company controlled by the Solstad family, subscribed for a total of 2,852,072 new shares in Private Placement 2 at a subscription price of NOK 2.69 per share. Together with the 22,347 shares (after the share consolidation) already controlled by the Solstad family, Solstad and his related parties hold a total of 2,874,439 shares, equal to 3.9% of the shares and votes in the Company. The new shares are subject to lock-up for a period of three years. Furthermore, Lars Peder Solstad has been granted 5,038,187 rights to subscribe for new shares in the Company, which, pursuant to an agreement with the Company, entitles him to increase his shareholding to a maximum of approximately 10% of the Company’s shares. The subscription price per share is NOK 2.80 per new shares.
Furthermore, upon completion of the Private Placements, the following primary insiders of the Company have the following shareholdings:
- The CEO, Lars Peder Solstad, with related parties, has subscribed for shares and warrants as set out above. In addition, Jarsteinen AS has subscribed an unsecured and fully subordinated zero-interest convertible loan to the Company which gives the right to subscribe for a maximum of 337,971 new shares as an anti-dilution measure following completion of the Subsequent Offering and exercise of non-strategic warrants (see the Notice). The subscription price per share is the par value of the share, currently NOK 1, and the subscription of such new shares will not result in any change in the Solstad family’s relative ownership of shares in the Company.
- Aker Capital AS is due to its ownership in the Company represented on the Board by Frank Ove Reite. Please see above for details regarding Aker Capital AS’ subscription and shareholding in the Company. In addition, Aker Capital AS has subscribed the convertible loan referred to immediately above, giving the right to subscribe for a maximum of 1,825,293 new shares. The terms for the loan are otherwise the same as set out above.
- The chairman of the Board, Harald Espedal, has indirectly through Espedal & Co AS subscribed for a total of 655,949 shares in Private Placement 2 at a subscription price of NOK 2.80 per new share, equalling 0.9% of the shares and votes in the Company.
- As further detailed above, Board member Frank Ove Reite has through Fausken Invest AS entered into a put/call arrangement with Aker Capital AS for 356,509 shares of the shares subscribed by Aker Capital AS in the Restructuring. Such shares represent 0.5% of the shares and votes in the Company.
Skudeneshavn, 20 October 2020
Lars Peder Solstad CEO, at +47 91 31 85 85
Kjetil Ramstad CFO, at +47 90 75 94 89
Solstad Offshore ASA
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.