Result of Subsequent Offering, conversion of Convertible Loan and allocation to primary insiders and large shareholders
Reference is made to the previous stock exchange notices by Solstad Offshore ASA (the “Company”) pertaining to the subsequent offering of up to 1,336,973 new shares, each with a par value of NOK 1.00 (the “Offer Shares”) at a subscription price of NOK 2.80 per share (the “Subsequent Offering”).
Reference is further made to the Company’s stock exchange notice of 20 October 2020 at 11:49 CET regarding the issuance of an unsecured and fully subordinated zero-interest convertible loan of NOK 2,810,464 to Aker Capital AS, Hemen Holding Limited and Jarsteinen AS, a company controlled by CEO Lars Peder Solstad with family, as an anti-dilution measure following completion of i.a. the Subsequent Offering (the “Convertible Loan”).
THE SUBSEQUENT OFFERING
The subscription period in the Subsequent Offering expired at 16:30 CET on 9 November 2020, and the final results show that the offering was fully subscribed. Hence, 1,336,973 Offer Shares will be issued in the Subsequent Offering with gross proceeds of NOK 3,743,524.40.
The allocation of Offer Shares in the Subsequent Offering has today been resolved by the Company’s Board of Directors based on the allocation criteria set out in the Company’s prospectus dated 19 October 2020 (the “Prospectus”). Notifications of allocated Offer Shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber. The allocation letters are expected to be sent during the course of 10 November 2020. The deadline for payment for the Offer Shares is 11 November 2020, in accordance with the payment instructions set out in the Prospectus and in the subscription form appended to the Prospectus.
The Offer Shares may not be transferred or traded until they are fully paid and the share capital increase pertaining to the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises, expected on or about 16 November 2020, subject to timely payment of the Offer Shares. The Offer Shares are expected to be delivered to the subscribers’ respective VPS accounts and be listed and tradable on the Oslo Stock Exchange on or about 17 November 2020.
THE CONVERTIBLE LOAN
Upon completion of the Subsequent Offering, NOK 652,459 of the Convertible Loan has been converted to 423,748 new shares to Aker Capital AS, 150,250 new shares to Hemen Holding Limited and 78,461 new shares to Jarsteinen AS (in aggregate 652,459 new shares), at a conversion price of NOK 1, equal to the par value of the shares (the “Convertible Loan Shares”). Upon the issuance of the Convertible Loan Shares, the remaining amount of the Convertible Loan is NOK 2,158,005.
The Convertible Loan Shares are subject to lock-up restrictions as set out in the above referred stock exchange notice on 20 October 2020.
Following the issuance of the Offer Shares and the Convertible Loan Shares, the Company’s share capital will be NOK 74,872,682 divided into 74,872,682 Shares, each with a par value of NOK 1.
PRIMARY INSIDER NOTIFICATIONS
The following primary insiders or related parties of primary insiders have been allocated Offer Shares in the Subsequent Offering at a subscription price of NOK 2.80 per share or Convertible Loan Shares at a conversion price of NOK 1 per share:
1) The CEO Lars Peder Solstad has, through Jarsteinen AS, a company controlled by the Solstad family, subscribed for 78,461 Convertible Loan Shares. Together with the 3,022,248 shares already controlled by the Solstad family, which includes 148,809 new shares received by Ivan AS upon completion of the restructuring on 20 October 2020, Solstad and his related parties hold a total of 3,101,709 shares, equal to 4.14% of the shares and votes in the Company. Furthermore, Lars Peder Solstad holds 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.
2) Aker Capital AS, which is 100% owned by Aker ASA and represented on the Board by Frank Ove Reite due to its ownership in the Company, has subscribed for 423,748 Convertible Loan Shares. Together with the 18,263,377 shares already controlled by Aker Capital AS and its related parties (Fausken Invest AS, a company controlled by Reite, and Ocean Yield ASA, a company controlled by Aker Capital AS), Aker Capital AS and its related parties hold a total of 18,687,125 shares, equal to 24.96% of the shares and votes in the Company.
DISCLOSURE OF LARGE SHAREHOLDINGS
Upon the issuance of the Offer Shares in the Subsequent Offering and the Convertible Loan Shares, Aker Capital AS with related parties have passed below the 25% disclosure threshold pursuant to section 4-3 of the Norwegian Securities Trading Act (the “NSTA”). Their current consolidated shareholding is 24.96%, as set out above. Before issuance of the Offer Shares and the Convertible Loan shares, their consolidated shareholding was 25.06% with a shareholding of 18,263,377 shares, consisting of Aker Capital AS’ 15,524,111 shares, Fausken Invest AS’ 356,509 shares and Ocean Yield ASA’s 2,382,757 shares.
The Company has engaged Arctic Securities AS as manager and Wikborg Rein Advokatfirma AS as legal advisor in connection with the Subsequent Offering.
Skudeneshavn, 10 November 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.