Åge Remøy has through Forsa AS entered into a contract with Rem Offshore ASA ("Rem Offshore" or the "Company") making available for sale to minority shareholders of Rem Offshore up to 1,281,600 Class A shares of Solstad Offshore ASA ("Solstad Offshore ") that Forsa AS will receive as consideration in connection with the merger. This represents 21.36% of the Class A shares allocated to Forsa AS in the merger, equal to the percentage of capital in Rem Offshore owned by shareholders other than companies controlled by Åge Remøy prior to implementation of the restructuring and merger.
"We do not agree with the criticism that has been voiced concerning equal treatment of shareholders. Nevertheless, we want to make sure that there is absolutely no basis for claiming that there has been unreasonable and unequal treatment that was not based on the critical situation facing the Company," said Åge Remøy, Chairman of the Board and majority shareholder of Rem Offshore ASA.
Based on this, the following offer is made by Forsa AS:
- The Offer is addressed to shareholders of Rem Offshore, excluding companies controlled by Åge Remøy, as of 10 October 2016 (date of the extraordinary general meeting which approved the issue to Åge Remøy or companies controlled by him) as recorded in VPS (The Norwegian Central Securities Depository) on 12 October 2016 ("Eligible Shareholders").
- As the offer is directed to fewer than 150 persons in the Norwegian market, a prospectus will not be prepared in relation to the offer. Eligible Shareholders with known addresses will receive information about the number of Solstad Class A shares they are entitled to purchase and information about how to proceed in order to apply for shares in connection with the Offer. Non-tradable allocation rights will be issued to Eligible Shareholders registered with VPS. The allocation rights will lapse without compensation to the holder at the end of the application period.
- The application period runs from 23 November 2016 at 09:00 am CET until 30 November at 12:00 noon CET.
- Eligible Shareholders are offered Solstad Class A shares in proportion to their shares held in the Company as of 10 October, 2016. Each Rem Offshore share owned by Eligible Shareholders as of that date entitles the holder to purchase 0.3686 Solstad Class A shares. Partial shares will not be allocated.
- Oversubscription is allowed. In the event of oversubscription, Eligible Shareholders have the right to buy Solstad Class A shares that are not allocated according to each Eligible Shareholder's relative share of the Offer, in the same proportion as such Eligible Shareholders have ordered shares covered by the Offer.
- Forsa AS reserves the right, in case of oversubscription to the Offer, at its sole discretion to decide whether to sell more shares than the number Solstad Class A-shares comprised by the Offer. In case of an increase of the Offer, the allocation principles set out above will apply accordingly.
- The price per share is NOK 12.50, equal to the conversion price in the merger, and thus the same price as Forsa AS through the merger will pay for Solstad Class A shares.
- Conditional allocations are expected to be made on or about 30 November, 2016.
- The offer will be conditional on the implementation of the financial restructuring of Rem Offshore and completion of the merger. The shares are expected to be delivered against payment on or about 2 December, 2016.
ABG Sundal Collier ASA is engaged in connection with the Offer. Eligible Shareholders with known addresses will receive written information about the Offer. Eligible Shareholders may also contact ABG Sundal Collier ASA through the contact details given at the end of this notice for more information about the procedures for acceptance of the Offer.
On 16 November, 2016, the Board of Oslo Børs resolved to impose a violation charge on Rem Offshore for violation of the equal treatment rules in connection with the financial restructuring of Rem Offshore and the merger with Solstad Offshore. The Board of Directors of the Company ("The Board") and Åge Remøy strongly disagree with the Board of Oslo Børs's assessments.
"We did what was necessary in a critical situation for the company. There was therefore, in our view, no breach of the equal treatment rules. There was obviously unequal treatment, but we maintain that this was not unreasonable and without factual basis, given the circumstances," said board member of Rem Offshore, Inger Marie Sperre.
A basic premise of the restructuring was that the equity was lost, and bankruptcy of the company was the only alternative if a restructuring was not completed. In such a situation, the Board has a responsibility to safeguard the interests of the creditors as a group.
"We feel that Oslo Børs has not taken into account the critical situation in which the company was. Creditors demanded that the company raise new equity. The Board, supported by its advisers, considered that in the current situation, new equity was not realistically available from other sources than Åge Remøy. His willingness and ability to invest new capital was the reason for the differential treatment," said Sperre.
Only one shareholder voted against the restructuring. After the general meeting, a repair offering was performed to limit the differential treatment. Very few shareholders chose to participate in this offering.
The Board has used its best judgment, given the situation with regards to the involved banks, bondholders, company creditors and minority shareholders, but notes that the Board of Oslo Børs introduces new and unrealistic assessments retrospectively. The Board has decided to appeal the decision of the Board of Oslo Børs.
For further information:
Forsa AS
Åge Remøy, +47 905 91 292
Rem Offshore ASA
Ola Beinnes Fosse, acting CEO, +47 975 31 227
For questions regarding the technical implementation of the Offer:
ABG Sundal Collier ASA, +47 22 01 60 00
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
