Åge Remøy offers Class A shares of Solstad Offshore ASA to minority shareholders of Rem Offshore ASA
November 22 2016 - 2:00AM
Åge Remøy has through Forsa AS entered into a
contract with Rem Offshore ASA ("Rem Offshore" or the "Company")
making available for sale to minority shareholders of Rem Offshore
up to 1,281,600 Class A shares of Solstad Offshore ASA ("Solstad
Offshore ") that Forsa AS will receive as consideration in
connection with the merger. This represents 21.36% of the Class A
shares allocated to Forsa AS in the merger, equal to the percentage
of capital in Rem Offshore owned by shareholders other than
companies controlled by Åge Remøy prior to implementation of the
restructuring and merger.
"We do not agree with the criticism that has been
voiced concerning equal treatment of shareholders. Nevertheless, we
want to make sure that there is absolutely no basis for claiming
that there has been unreasonable and unequal treatment that was not
based on the critical situation facing the Company," said Åge
Remøy, Chairman of the Board and majority shareholder of Rem
Offshore ASA.
Based on this, the following offer is made by
Forsa AS:
-
The Offer is addressed to shareholders of Rem
Offshore, excluding companies controlled by Åge Remøy, as of 10
October 2016 (date of the extraordinary general meeting which
approved the issue to Åge Remøy or companies controlled by him) as
recorded in VPS (The Norwegian Central Securities Depository) on 12
October 2016 ("Eligible Shareholders").
-
As the offer is directed to fewer than 150
persons in the Norwegian market, a prospectus will not be prepared
in relation to the offer. Eligible Shareholders with known
addresses will receive information about the number of Solstad
Class A shares they are entitled to purchase and information about
how to proceed in order to apply for shares in connection with the
Offer. Non-tradable allocation rights will be issued to Eligible
Shareholders registered with VPS. The allocation rights will lapse
without compensation to the holder at the end of the application
period.
-
The application period runs from 23 November
2016 at 09:00 am CET until 30 November at 12:00 noon CET.
-
Eligible Shareholders are offered Solstad Class
A shares in proportion to their shares held in the Company as of 10
October, 2016. Each Rem Offshore share owned by Eligible
Shareholders as of that date entitles the holder to purchase 0.3686
Solstad Class A shares. Partial shares will not be
allocated.
-
Oversubscription is allowed. In the event of
oversubscription, Eligible Shareholders have the right to buy
Solstad Class A shares that are not allocated according to each
Eligible Shareholder's relative share of the Offer, in the same
proportion as such Eligible Shareholders have ordered shares
covered by the Offer.
-
Forsa AS reserves the right, in case of
oversubscription to the Offer, at its sole discretion to decide
whether to sell more shares than the number Solstad Class A-shares
comprised by the Offer. In case of an increase of the Offer, the
allocation principles set out above will apply
accordingly.
-
The price per share is NOK 12.50, equal to the
conversion price in the merger, and thus the same price as Forsa AS
through the merger will pay for Solstad Class A shares.
-
Conditional allocations are expected to be made
on or about 30 November, 2016.
-
The offer will be conditional on the
implementation of the financial restructuring of Rem Offshore and
completion of the merger. The shares are expected to be delivered
against payment on or about 2 December, 2016.
ABG Sundal Collier ASA is engaged in connection
with the Offer. Eligible Shareholders with known addresses will
receive written information about the Offer. Eligible Shareholders
may also contact ABG Sundal Collier ASA through the contact details
given at the end of this notice for more information about the
procedures for acceptance of the Offer.
On 16 November, 2016, the Board of Oslo Børs
resolved to impose a violation charge on Rem Offshore for violation
of the equal treatment rules in connection with the financial
restructuring of Rem Offshore and the merger with Solstad Offshore.
The Board of Directors of the Company ("The Board") and Åge Remøy
strongly disagree with the Board of Oslo Børs's assessments.
"We did what was necessary in a critical situation
for the company. There was therefore, in our view, no breach of the
equal treatment rules. There was obviously unequal treatment, but
we maintain that this was not unreasonable and without factual
basis, given the circumstances," said board member of Rem Offshore,
Inger Marie Sperre.
A basic premise of the restructuring was that the
equity was lost, and bankruptcy of the company was the only
alternative if a restructuring was not completed. In such a
situation, the Board has a responsibility to safeguard the
interests of the creditors as a group.
"We feel that Oslo Børs has not taken into account
the critical situation in which the company was. Creditors demanded
that the company raise new equity. The Board, supported by its
advisers, considered that in the current situation, new equity was
not realistically available from other sources than Åge Remøy. His
willingness and ability to invest new capital was the reason for
the differential treatment," said Sperre.
Only one shareholder voted against the
restructuring. After the general meeting, a repair offering was
performed to limit the differential treatment. Very few
shareholders chose to participate in this offering.
The Board has used its best judgment, given the
situation with regards to the involved banks, bondholders, company
creditors and minority shareholders, but notes that the Board of
Oslo Børs introduces new and unrealistic assessments
retrospectively. The Board has decided to appeal the decision of
the Board of Oslo Børs.
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)
This
announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the
information contained therein.
Source: REM Offshore ASA via Globenewswire
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