Solstad Maritime Holding AS: Publication of Prospectus, delivery of subscription rights and launch of offering of shares in Solstad Maritime Holding AS

Reference is made to the stock exchange announcement by Solstad Offshore ASA (“SOFF” and, together with its subsidiaries, the “Solstad Group”) on 16 January 2024 regarding the completion of the refinancing of the Solstad Group and the share offering to be made in Solstad Maritime Holding AS (“SMH”), subject to the publication of an offering prospectus.



SMH has on 29 May 2024 received approval by the Financial Supervisory Authority of Norway for a prospectus (the “Prospectus”) for the offering of new shares directed towards Eligible Investors (see below for more information) raising gross proceeds of approx. NOK 750 million (the “Offering”). The Prospectus will, subject to regulatory restrictions in certain jurisdictions, be available at paretosec.com/transactions.

The Offering

In accordance with the authorisation to increase SMH’s share capital granted to the board of directors at SMH’s extraordinary General Meeting held on 16 January 2024, the board of directors resolved on 28 May 2024 to launch the Offering, which will consist of up to 63,497,303 new shares in SMH, each with a nominal value of NOK 0.20 (the “Offer Shares”).

The subscription price is NOK 11.82 per share (the “Subscription Price”).

The subscription period for the Offering commences tomorrow, 30 May 2024, at 09:00 CEST, and will expire on 12 June 2024 at 16:30 CEST (the “Subscription Period”).

The Offering is directed towards shareholders in SOFF, other than Aker Capital AS, as of 27 October 2023, as registered with the VPS on 31 October 2023 (the “Record Date” and the “Eligible Investors”). Eligible Investors will be granted Subscription Rights, which will be delivered in VPS (see below for more information).

Publication of the results of the Offering is expected to take place on or about 12 June 2024. Notifications of allocation of Offer Shares, and the corresponding subscription amount to be paid by each subscriber, are expected to be made available by Pareto Securities AS, who is acting as sole global coordinator and sole bookrunner in the Offering (the “Manager”), on or about 13 June 2024. Payment for allocated Offer Shares falls due on or about 17 June 2024. SMH expects that allocated Offer Shares will be delivered to the VPS accounts of the subscribers on or about 24 June 2024, subject to timely payment by the subscriber.

The net proceeds from the Offering will be used for general corporate purposes and further development of the SMH group, as well as paying interest and instalments under the group’s loan agreements.

Additional information regarding the Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.

The Subscription Rights

Each Eligible Investor will be granted 1 (one) tradeable subscription right (the “Subscription Rights”) per 1 (one) share held in SOFF, based on their shareholding in SOFF as of the Record Date. The Subscription Rights will be credited to and registered on each Eligible Investor’s VPS account by the start of the Subscription Period.  Each Subscription Right will give the right to subscribe for, and be allocated, 1 (one) Offer Share. Over-subscription with subscription rights will not be permitted. Other than subscription by Aker Capital AS, which has fully underwritten the Offering (see below for more information), subscription without Subscription Rights will not be permitted.

Subscription Rights (whether held by Eligible Investors or acquired) that are not exercised before the end of the Subscription Period (16.30 CEST on 12 June 2024) will have no value and will lapse without compensation to the holder. If there is no intention to exercise the Subscription Rights, the Subscription Rights should be sold before the end of the trading period for the Subscription Rights (16:30 CEST on 6 June 2024 – see below for more information). Holders of Subscription Rights should note that subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus and that the grant of Subscription Rights does not in itself constitute a subscription for Offer Shares.

Eligible Investors resident in jurisdictions where the Prospectus may not be distributed and/or with legislation that, according to SMH’s assessment, prohibits or otherwise restricts subscription for Offer Shares and Eligible Investors located in the United States who SMH does not reasonably believe to be a QIB (the “Ineligible Investors”) will not be eligible to exercise Subscription Rights. Any Subscription Rights initially credited to such Ineligible Investors’ VPS accounts does not constitute an offer to Ineligible Investors and will to the extent possible be withdrawn from such Ineligible Investors’ VPS accounts, with no compensation to the holder.

Subscriptions for Offer Shares must be made in accordance with the procedures set out in the Prospectus. Subscription for Offer Shares may be made by submitting a correctly completed subscription form, attached as Appendix D to the Prospectus, to the Manager in accordance with the terms and conditions set out in the Prospectus.

The subscription form will together with the Prospectus be available on www.paretosec.com/transactions.

Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the VPS online subscription system or by following the link on www.paretosec.com/transactions.

Trading in Subscription Rights

The Subscription Rights will be freely tradable on the NOTC list with ticker code “SOFMART” from and including 30 May 2024 at 09:00 CEST to and including 6 June 2024 at 16:30 CEST. The Subscription Rights will hence only be tradable during part of the Subscription Period.

A person interested in buying or selling Subscription Rights should contact their broker or the Manager to register such interest in the NOTC system.

Persons intending to trade in Subscription Rights should be aware that the trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of Norway may be restricted or prohibited by applicable securities laws.

For more information please visit www.notc.no.

Underwriting of the Offering

The Offering has been fully underwritten by Aker Capital AS, which has undertaken to subscribe for, and shall be allocated, any Offer Shares not allocated on the basis of Subscription Rights. Furthermore, Aker Capital AS has the right to purchase Subscription Rights.

Listing of SMH’s shares

SHM’s shares are currently not admitted to trading on any exchange or other trading venue. SMH has expressed an intention to have the shares admitted to trading on a regulated market within 12 months after completion of the Offering. Completion of such listing is dependent on a number of factors, including the majority shareholders deciding to initiate a listing process, market conditions and the approvals of a listing application and listing prospectus. No formal decision has however been made, and there can be no assurance that the Company will complete such listing.


Pareto Securities AS is the Manager in the Offering. Wikborg Rein Advokatfirma AS is acting as legal advisor to SMH.

Skudeneshavn, 29 May, 2024

For further information, please contact:

Lars Peder Solstad CEO, at +47 91 31 85 85

Kjetil Ramstad CFO, at +47 90 75 94 89

Pareto Securities AS, at +47 22 87 87 50

Solstad Maritime Holding AS solstad.com/solstad-maritime

Important information:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of SMH. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. SMH does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The issue, subscription or purchase of shares in SMH is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither SMH, SOFF, Aker Capital AS nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although SMH believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. SMH does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. SMH does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of SMH.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.