Limited interest for offer made by Åge Remøy
November 30 2016 - 8:00AM
On 22 November 2016, Åge Remøy, pursuant to an
agreement with the Board of Directors of Rem Offshore ASA ("Rem
Offshore" or the "Company") and through his company, Forsa AS
("Forsa"), offered to sell up to 1,281,600 class A shares in
Solstad Offshore ASA ("Solstad Offshore") to minority shareholders
in Rem Offshore. The offer period ended today, 30 November 2016 at
12:00 hours CET. At the end of the offer period, applications for
2,761 shares, corresponding to 0.2% of the total number of shares
offered had been received.
- The offer was put forward in
response to the criticism against the Board and myself as the
principal shareholder in the aftermath of the financial
restructuring of Rem Offshore. The purpose was to give the minority
shareholders in Rem Offshore the opportunity to take part in the
new capital in Rem Offshore through acquiring class A shares in
Solstad Offshore on the same terms as myself. The limited response
indicates that only a very few of the other shareholders actually
wanted to purchase shares on such terms. This demonstrates that
there should be no reason to question the equal treatment of
shareholders, says Åge Remøy, chairman of the board and principal
shareholder in Rem Offshore.
The offer comprised 21.36% of the
Solstad class A shares Forsa receives as consideration in the
merger. This corresponds to the share of the capital in Rem
Offshore owned by others than companies controlled by Åge Remøy
prior to the completion of the restructuring and merger.
The offer was NOK 12.50 per share,
which is the same as Åge Remøy paid for the shares as part of the
merger. For further details, reference is made to the stock market
notice dated 22 November 2016.
On 16 November 2016 the board of
the Oslo Stock Exchange resolved to impose an administrative charge
on Rem Offshore for breaching the rules concerning equal treatment
in relation to the financial restructuring of Rem Offshore and the
merger with Solstad Offshore. An appeal will be lodged today.
- The outcome of the offer
confirms the board's assessment that it was not realistic to
successfully obtain the necessary equity from the Rem Offshore
shareholders, other than from Åge Remøy, in order to complete the
restructuring of the company, given the critical situation and the
time pressure we were facing. By making the offer the criticism of
insufficient equal treatment is in itself rejected as unwarranted
and unreasonable. Åge Remøy's contribution is commendable, says
Inger-Marie Sperre, board member of Rem Offshore.
Nordic Trustee ASA, based in part
on the resolution passed by the board of Oslo Børs, has decided to
summon new bondholder meetings in REM04PRO and REM05 to reconfirm
the resolutions resolved by the bondholders in September. The date
for the bondholder meetings is 9 December 2016. This will be
decisive as to whether or not the financial restructuring and
merger with Solship Invest 1 AS can be completed as
planned.
Completion of the offer is
conditional on the merger being completed as planned. Provided that
the offer is completed, Forsa AS will own 11,997,239 shares in
Solstad Offshore, comprising 5,997,239 class A shares and 6,000,000
class B shares. Companies controlled by Åge Remøy will own in total
13,109,240 shares in Solstad Offshore, comprising 5,997,239 class A
shares and 7,112,001 class B shares.
ABG Sundal Collier advised Forsa
AS in relation to the completion of the offer.
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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