SOFF – FAR – DESSC: Mergers completed
21.06.2017 07:00 pm
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 principalamount 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 above mentioned.
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.
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 of 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.