Exercise of warrants, managers’ transactions, disclosure of major shareholding
Reference is made to the stock exchange notices by Solstad Offshore ASA (the “Company”) dated 20 October 2020, regarding the restructuring of the Company and its subsidiaries in October 2020 (the “Restructuring”).
In connection with the Restructuring, and on the basis of a resolution by the Company’s shareholders’ meeting, the Company’s CEO, Lars Peder Solstad, and the Company entered into a warrant agreement whereby Lars Peder Solstad received 5,038,187 standalone rights to subscribe new shares in the Company. The warrants are valid for a period of three years, after which they will lapse without compensation.
On 8 December 2020, and in accordance with the agreement, the warrants were transferred to Jarsteinen AS, a company which is a close associate of Lars Peder Solstad and his sister and board member of the Company, Ellen Solstad, who are both board members in Jarsteinen AS and who own 60% and 20% of Jarsteinen AS’ shares respectively.
The Company has today, on the last day before the expiry of the warrants, received an exercise notice from Jarsteinen AS whereby all the warrants shall be converted into shares in the Company. In accordance with the warrant agreement, the subscription price per new share is NOK 2.80.
As a result, 5,038,187 new shares will be issued in the Company against a total payment to the Company by Jarsteinen AS of NOK 14,106,923.60. Upon registration of the share capital increase, expected on or about 26 October 2023, the Company’s share capital will be NOK 82,346,796 consisting of 82,346,796 shares, each with a par value of NOK 1.
Following the abovementioned conversion, Jarsteinen AS will hold a total of 8,235,966 shares in the Company, equal to 10,002% of the shares and votes in the Company, thus exceeding both the 5% and the 10% threshold, cf. section 4-2 (1) of the Securities Trading Act.
Skudeneshavn, 20 October 2023
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 4.2.4 of Rule Book II for companies listed on Euronext Oslo Børs, the disclosure requirements in Regulation EU 596/2014 (MAR) article 19 number 3, and section 5-12 and 4-2 of the Norwegian Securities Trading Act.