Reference is made to the previously announced triangular merger between REM Offshore ASA ("REM") and Solship Invest 1 AS ("Solship") (a wholly owned subsidiary of Solstad Offshore ASA ("SOFF"), against issuance of consideration shares in SOFF, with Solship as the surviving entity. The Merger has now been completed as disclosed by REM and SOFF today. Please note the following key dates:
| Last day when both companies are trading (REM and SOFF): | 8 December 2016 | |
| Effective Date (of completed merger), i.e. first day SOFF trading alone*: | 9 December 2016 | |
| Record Date: | 12 December 2016 | |
| The merger conversion ratio: | 0.0696 SOFF per 1 REM share | |
| ISIN (SOFF): | A-shares (ordinary): | NO0003080608 |
| B-shares (new): | NO0010771215 | |
| Transferor Company: | Rem Offshore ASA | |
| Transferee Company: | Solship Invest 1 AS | |
| Issuer Consideration Shares: | Solstad Offshore ASA* | |
| Date of approvals: | 10.10.2016 (Extraordinary General meetings) | |
| Date of listing: | The new B-shares are expected to be admitted to listing on Oslo Børs on or about 13 or 14 December 2016 | |
*Other information:
Following completion of the merger, trading in REM will be suspended effective upon opening of the market today. The merger consideration to the shareholders of the Transferor consists of consideration shares in SOFF. The consideration shares consists partly of 6 000 000 new Class A-shares (ordinary shares) issued to Forsa AS and the remaining consideration will be issued in the form of new Class B-shares with 1/10th voting rights.
One share in the Transferor gives the right to 0,0696 shares in SOFF (class A- and class B- shares respectively) . The conversion rate has been determined by the merging companies' boards based upon the subscription prices in the private placement resolved by SOFF on 13 June 2016 and the private placement resolved by REM in October 2016, of NOK 12.50 per share and NOK 0.87 per share respectively. Fractional shares will not be delivered. The number of consideration shares issued to each REM Shareholder will be rounded down to the nearest whole number of SOFF shares. Fractions will be sold for the benefit of REM shareholders who have been subject to such rounding down. Proceeds below NOK 10 per shareholder will not be distributed, and the surplus (if any) will be for the benefit of SOFF.
The consideration shares will give entitlement to rights in the Transferee from the time when the Merger enters into force from a company law perspective, i.e. 9 December 2016.
This information is published in accordance with the requirements of the Continuing Obligations of the Oslo Stock Exchange.
This information is subject of the disclosure requirements acc. to §5-12 vphl (Norwegian Securities Trading Act)
