On 22 November 2016, Åge Remøy, pursuant to an agreement with the Board of Directors of Rem Offshore ASA ("Rem Offshore" or the "Company") and through his company, Forsa AS ("Forsa"), offered to sell up to 1,281,600 class A shares in Solstad Offshore ASA ("Solstad Offshore") to minority shareholders in Rem Offshore. The offer period ended today, 30 November 2016 at 12:00 hours CET. At the end of the offer period, applications for 2,761 shares, corresponding to 0.2% of the total number of shares offered had been received.
- The offer was put forward in response to the criticism against the Board and myself as the principal shareholder in the aftermath of the financial restructuring of Rem Offshore. The purpose was to give the minority shareholders in Rem Offshore the opportunity to take part in the new capital in Rem Offshore through acquiring class A shares in Solstad Offshore on the same terms as myself. The limited response indicates that only a very few of the other shareholders actually wanted to purchase shares on such terms. This demonstrates that there should be no reason to question the equal treatment of shareholders, says Åge Remøy, chairman of the board and principal shareholder in Rem Offshore.
The offer comprised 21.36% of the Solstad class A shares Forsa receives as consideration in the merger. This corresponds to the share of the capital in Rem Offshore owned by others than companies controlled by Åge Remøy prior to the completion of the restructuring and merger.
The offer was NOK 12.50 per share, which is the same as Åge Remøy paid for the shares as part of the merger. For further details, reference is made to the stock market notice dated 22 November 2016.
On 16 November 2016 the board of the Oslo Stock Exchange resolved to impose an administrative charge on Rem Offshore for breaching the rules concerning equal treatment in relation to the financial restructuring of Rem Offshore and the merger with Solstad Offshore. An appeal will be lodged today.
- The outcome of the offer confirms the board's assessment that it was not realistic to successfully obtain the necessary equity from the Rem Offshore shareholders, other than from Åge Remøy, in order to complete the restructuring of the company, given the critical situation and the time pressure we were facing. By making the offer the criticism of insufficient equal treatment is in itself rejected as unwarranted and unreasonable. Åge Remøy's contribution is commendable, says Inger-Marie Sperre, board member of Rem Offshore.
Nordic Trustee ASA, based in part on the resolution passed by the board of Oslo Børs, has decided to summon new bondholder meetings in REM04PRO and REM05 to reconfirm the resolutions resolved by the bondholders in September. The date for the bondholder meetings is 9 December 2016. This will be decisive as to whether or not the financial restructuring and merger with Solship Invest 1 AS can be completed as planned.
Completion of the offer is conditional on the merger being completed as planned. Provided that the offer is completed, Forsa AS will own 11,997,239 shares in Solstad Offshore, comprising 5,997,239 class A shares and 6,000,000 class B shares. Companies controlled by Åge Remøy will own in total 13,109,240 shares in Solstad Offshore, comprising 5,997,239 class A shares and 7,112,001 class B shares.
ABG Sundal Collier advised Forsa AS in relation to the completion of the offer.
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)
