Commencement of subscription period for Subsequent Offering
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 the stock exchange notices by Solstad Offshore ASA ("Solstad" or "the Company") on 19 and 20 October 2020, respectively, regarding the approval of prospectus (the "Prospectus") and key information relating to a subsequent offering of 1,336,973 new shares in the Company, each with a par value of NOK 1.00 (the "Subsequent Offering"), at a subscription price of NOK 2.80 per share (the "Subscription Price"). The subscription period will commence today, 26 October 2020, at 09:00 CET and expire on 9 November 2020 at 16:30 CET (the "Subscription Period").
Eligible shareholders, being shareholders of the Company as of 20 October 2020 (and registered as such in the VPS on 22 October 2020, pursuant to the two days' settlement procedure in the VPS; the "Record Date"), who did not participate in the Private Placements (other than Vard Group AS) and who do not reside in a jurisdiction where such offering would be unlawful, or would (in other jurisdictions than Norway) require any prospectus filing, registration or similar action ("Eligible Shareholders"), will be granted non-transferable subscription rights ("Subscription Rights") that, subject to applicable law, give a right to subscribe for, and be allocated, Offer Shares in the Subsequent Offering at the Subscription Price.
Eligible Shareholders will be granted 8.2285 non-transferable Subscription Rights for each share registered as held by such Eligible Shareholder on the Record Date (on a consolidated basis), rounded down to 0 or to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one share in the Subsequent Offering. Over-subscription is allowed for Eligible Shareholders. Subscription without Subscription Rights will not be allowed.
The Subscription Rights are expected to have an economic value if the Company's shares trade above the Subscription Price during the Subscription Period. Eligible Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company. The Subscription Rights must be used to subscribe for Offer Shares before the expiry of the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares before such deadline will have no value and will lapse without compensation to the holder.
The Company has engaged Arctic Securities AS as manager (the "Manager") and Wikborg Rein Advokatfirma as legal advisor in connection with the Private Placements and the Subsequent Offering.
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 the Manager.
Subscriptions may be made by duly completing and delivering the subscription form, in accordance with the terms and conditions set out in the Prospectus, to the Manager. Subscribers who are Norwegian citizens may also subscribe for Offer Shares by following the link on https://www.arctic.com/, which will redirect the subscriber to the VPS online subscription system. In order to use the online subscription system, the subscriber must have, or obtain, a VPS account number. All online subscribers must verify that they are Norwegian citizens by entering their national identity number (Norwegian: "personnummer").
Skudeneshavn, 26 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.
* * * * *
This notice 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 notice 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 notice 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 notice in other jurisdictions may be restricted by law and persons into whose possession this notice comes should inform themselves about, and observe, any such restrictions. This notice 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 notice 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 notice 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 notice 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 notice. Any investment or investment activity to which this notice relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
Matters discussed in this notice 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 notice 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 notice.
The distribution of this notice and other information may be restricted by law in certain jurisdictions. Persons into whose possession this notice or such other information should come are required to inform themselves about and to observe any such restrictions.