Approval of prospectus
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Reference is made to previous stock exchange notices by Solstad Offshore ASA (the "Company" and together with its subsidiaries, the "Group") pertaining to the proposed fully financed restructuring of the Group's debt and equity, including the stock exchange notice on 29 September 2020 regarding the summons of an extraordinary general meeting to be held on 20 October 2020 (the "EGM") in connection with the restructuring.
The Financial Supervisory Authority of Norway has today, 19 October 2020, approved a prospectus prepared by the Company covering the following:
A) the listing on the Oslo Stock Exchange of (i) between 46,837,645 and 48,074,688 new shares to be issued in a private placement towards certain secured lenders, bondholders and other stakeholders with payable claims against the Group in connection with the equitisation and conversion of up to NOK 9.7 billion in debt at a conversion price of between NOK 3.73 and NOK 4.30 per share to be settled by conversion of approximately NOK 202 in debt per new share, and of (ii) between 16,633,780 and 24,517,029 new shares to be issued in a private placement towards certain industrial shareholders, Jarsteinen AS, a company controlled by Lars Peder Solstad with family, and Espedal & Co AS, a company controlled by the chairman of the board of directors (the "Board"), at subscription prices of between NOK 2.60 and NOK 3.30 per share (together, the "Private Placements"), and
B) a subsequent offering and listing on the Oslo Stock Exchange of between 1,093,854 and 1,336,973 new offer shares in the Company, at a subscription price of between NOK 2.80 and NOK 3.20 per offer share, towards eligible shareholders who do not participate in the Private Placements.
The resolutions to issue the shares in the Private Placements and to authorise the Board to issue the offer shares in the subsequent offering are proposed to be made by the EGM. The final terms of the Private Placements and the subsequent offering will be decided by the Board after the EGM based on the level of subscription in the Private Placements.
The Prospectus, including the subscription form for the subsequent offering, is available at https://www.solstad.com/ and https://www.arctic.com/ and is also available free of charge at the business offices of the Company at Nesavegen 39, 4280 Skudeneshavn, Karmøy, Norway and may be obtained by contacting Arctic Securities AS.
Skudeneshavn, 19th October 2020
Lars Peder Solstad CEO, at +47 91 31 85 85
Kjetil Ramstad CFO, at +47 90 75 94 89
Solstad Offshore ASA
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
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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 the Company.
Neither this announcement nor any copy of it may be made or transmitted into the United States, or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan, Hong Kong, New Zealand or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of national securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in Australia, Canada, Japan, South Africa, Hong Kong, New Zealand or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
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"), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States.
This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any Member State, the "Prospectus Regulation"). In any EEA Member State that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation. In addition, in the United Kingdom, this announcement is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this announcement relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
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 the Company believes 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 its 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company 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.
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.