REM: Disclosure of Aker Capital AS' bond conversion rights as a result of REM EGM approval 10 October 2016.
Reference is made to Rem Offshore ASA's ("REM") and Solstad Offshore ASA's ("SOFF") joint release dated 28 July 2016 regarding a merger of REM with a subsidiary of SOFF (the "SOFF Merger"), to REM's release dated 6 September 2016 regarding the approval by bondholders in the REM04 and REM05 bonds issued by REM of a restructuring of said bonds, which includes an exchange of bonds for shares in REM (the "REM Bond Restructuring"), approval of the Merger, whereby all REM shares issued to the holders of REM04 and REM05 bonds as part of the REM Bond Restructuring will be exchanged for SOFF class B shares, and to REM's release today that its EGM has approved the REM Bond Restructuring and the Merger.
Of the 137,665,714 new REM shares to be issued as part of the REM Bond Restructuring, Aker Capital AS "Aker"), a wholly-owned subsidiary of Aker ASA, will in its capacity as bondholder in REM be entitled to 25,964,799 shares as of today, which Nordic Trustee AS will subscribe on behalf of each bondholder in accordance with the provisions of the resolution
passed at today's EGM. Such subscription is expected to take place immediately preceding the SOFF Merger becoming effective, in accordance with the approvals by the bondholders of the REM Bond Restructuring on 6 September 2016, and by 31 December 2016 at the latest. In accordance with said approvals, the subscription on behalf of the bondholders is conditional upon issuance of the 172,413,793 shares to Forsa AS and the issuance of 13,766,554 shares to Vard Group AS simultaneously with the issuance of shares to the bondholders, as resolved by today's EGM. Accordingly, the aggregate number of shares and votes after all three share issues will be 344,163,870. The shares to be issued to Aker represent approximately 7.5% of the share capital and votes following the three share issues. Aker holds no other shares or rights to shares in REM.
Upon the SOFF Merger becoming effective, Aker's shares in REM will be exchanged for 1,807,150 SOFF class B shares as noted in the joint REM and SOFF release dated 28 July 2016, referred to above. Under the assumptions set forth therein, the issued number of shares of SOFF is expected to be 90,241,182 after the SOFF Merger. The number of class B shares is expected to be 19,553,805 and the number of votes 72,642,757. Aker will hold the 20,000,000 class A shares subscribed (as ordinary shares) on 31 August 2016 and issued 3 October 2016 and 1,807,150 class B shares issued as consideration for the SOFF Merger in exchange for the 25,964,799 REM shares issued to Aker as part of the REM Bond Restructuring, representing approximately 24% of the shares and 28% of the votes. In addition, Aker will hold the right to subscribe for 20,000,000 SOFF class A shares at NOK 12.50 per share through conversion of the convertible loan subscribed on 31 August 2016 and issued 3 October 2016 or through exercise of the independent subscription rights expected to be approved by SOFF's EGM to be held today. Reference is made to SOFF's release dated 31 August 2016 for details on which share of the votes and share this constitutes.
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