SOFF – FAR – DESSC: Key date announcement
21.06.2017 08:30 am
Reference is made to previous stock exchange notices regarding the proposed mergers between (i) Farstad Shipping ASA (“FAR”) and Solship Invest 2 AS with the latter as the surviving entity and with settlement in Solstad Offshore ASA (“SOFF”) shares, (ii) Deep Sea Supply Plc (“DESSC”) and Solship Sub AS with the latter as the surviving entity (the “DESSC Merger I”) and (iii) Solship Sub AS and Solship Invest 3 AS with the latter as the surviving entity and with settlement in SOFF shares (the “DESSC Merger II”), together referred as the “Mergers” and the settlement shares in the Mergers are referred to as the “Merger Shares”.
In connection with completion of the Mergers, please note the following key dates:
Last day when FAR and DESSC shares are trading: 21 June 2017
Expected date of completion of the Mergers: 21 June 2017 after close of trading
First day of the merged SOFF (now renamed Solstad Farstad ASA ; ticker “SOFF” will be continued) trading alone: 22 June 2017
Record date: 23 June 2017
Date of delivery of the Merger Shares in VPS:
26 June 2017
First day of trading of the Merger Shares will be 22 June 2017, i.e. before delivery of the Merger Shares to the VPS
accounts of eligible former shareholders of FAR and DESSC. Therefore no account-to-account transactions and no transactions with settlement prior to 26 June 2017 will be allowed in the Merger Shares on the Oslo Stock Exchange in this period.
Merger conversion ratios:
SOFF – FAR: 0.028 SOFF share per 1 FAR share
Solship Sub AS – DESSC: 1 Solship Sub AS share per 1 DESSC share
SOFF – Solship Sub AS: 0.1052631578947368 SOFF share per 1 Solship Sub AS share
ISIN (SOFF): A-shares (ordinary):
FAR, DESSC (DESSC Merger I) and Solship Sub AS (DESSC Merger II)
Solship Invest 2 AS and Solship Invest 3 AS
Issuer of Merger Shares: SOFF
Date of approvals: 25 April 2017 (extraordinary general meetings)
Fractional shares will not be delivered. The number of Merger Shares issued to the shareholders of DESSC and FAR will be rounded down to the nearest whole number of SOFF shares. Fractions will be sold for the benefit of FAR and DESSC shareholders who have been subject to such rounding down.
In connection with the Mergers, a total of 166,845,478 new SOFF shares will be delivered as Merger Shares to the eligible former shareholders of FAR and DESSC.
Furthermore, 16 million new shares will be issued and delivered to Hemen Holding Limited (“Hemen”) in a private placement of shares.
In addition, 20 million new shares will be issued and delivered to Aker Capital AS (“Aker”) in connection with the conversion of a convertible loan.
The total number of issued shares in SOFF will increase with 202,845,478 from 88,686,821 to 291,532,299 shares.
The new shares to be issued to Hemen and Aker will be tradeable from 22 June 2017 and delivered in VPS on 26 June 2017.
Solstad Offshore ASA
Lars Peder Solstad, Chief Executive Officer at +47 913 18 585
Sven Stakkestad, Deputy Chief Executive Officer at +47 905 15 802
Farstad Shipping ASA
Karl-Johan Bakken, Chief Executive Officer at +47 901 05 697
Olav Haugland, Chief Financial Officer at +47 915 41 809
Deep Sea Supply Plc
Anders Hall Jomaas, Chief Financial Officer at +47 400 42 918
Skudeneshavn, Ålesund and Limassol, 21 June 2017
This information is published in accordance with the requirements of the Continuing Obligations of the Oslo Stock Exchange.