Aker ASA: Solstad Offshore ASA - private placement of shares and convertible loan fully subscribed today
Reference is made to the stock exchange notices published by Solstad Offshore ASA ("SOFF") on June 7, 2016 and July 13, 2016, regarding SOFF's comprehensive financing plan (the "Financing Plan").
In accordance with the resolutions passed by SOFF's general meeting on July 13, 2016, Aker Capital AS ("Aker"), a wholly-owned subsidiary of Aker ASA, has today subscribed for 20,000,000 new shares in SOFF at a subscription price of NOK 12.50 per share and an aggregate subscription price of NOK 250,000,000, and for the convertible loan in the amount of NOK 250,000,000 convertible to SOFF shares at a conversion price of NOK 12.50 per share. At the same time, SOFF Holding AS, Ivan II AS and Solstad Invest AS (jointly the "Solstad Family Companies"), all of which are controlled by the Solstad family, have today subscribed for a total of 2,811,189 new shares in SOFF at a subscription price of NOK 12.50 per share and an aggregate subscription price of NOK 35,139,862.50. SOFF Holding AS subscribed for 2 811 189 shares, Ivan II AS for 365 725 shares and Solstad Invest AS for 288 714 shares.
Upon registration of the share capital increase, (i) the share capital of SOFF will be NOK 122,997,132, divided into 61,498,566 shares each with a nominal value of NOK 2.00, (ii) Aker will own 20,000,000 shares, representing 32.52% of the shares and votes and the Solstad Family Companies will own, in the aggregate, 20,937,457 shares, representing 34.05% of the shares and votes. Among the Solstad Family Companies, (a) SOFF Holding AS will own 16,063,256 shares, representing 26.12% of the shares and votes, (b) Ivan II AS will own 2,723,883 shares representing 4.43% of the shares and votes and (c) Solstad Invest AS will own 2,150,318 shares representing 3.50% of the shares and votes. Before the share capital increase, SOFF Holding AS owned 36.95% of the shares and votes, Ivan II AS owned 6.10% of the shares and votes and Solstad Invest AS owned 4.81% of the shares and votes.
Registration of the share capital increase remains subject to final approval of the Financing Plan by its banks as announced on June 7, 2016 and the entering into of a sale and lease-back agreement in respect of Normand Maximus, both to Aker's satisfaction.
Reference is further made to the joint stock exchange notice by SOFF and Rem Offshore ASA on July 28, 2016 in respect of the merger of Rem Offshore ASA with a subsidiary of SOFF (the "Merger"). Under the assumptions set out therein, the aggregate issued share capital of SOFF will increase to 90,241,182 shares and the number of votes to 72,642,757 after giving effect to the creation of a new class B share with 1/10th vote through the merger. This will affect the proportion of shares and votes held by Aker and by the Solstad Family Companies as set forth in the stock exchange notice of July 28, 2016.
Further, Aker holds a right to subscribe for 20,000,000 additional SOFF shares with one vote each at NOK 12.50 per share through the convertible loan. The effectiveness of the loan and these rights are subject to the same conditions as the registration of the share capital increase towards Aker and the Solstad Family Companies. The conversion right may be exercised from the date of disbursement of the loan and until July 13, 2021 (proposed to be extended to October 1, 2021 to match the final maturity date of the loan. Such extension is to be proposed to a general meeting in SOFF to be held after October 1, 2016. This represents 51.70% of the currently registered shares and votes in SOFF of 38,687,377 shares, 32.52% of the registered shares and votes in SOFF as it will be after the share capital has been increased to 61,498,566 shares as set forth above, and to 22.16% of the expected post-Merger share capital of 90,241,182 shares and 27.53% of the expected post-Merger number of votes. None of the percentages set out in the preceding sentences take into account that the number of shares and votes will be increased by 20,000,000 upon full conversion of the convertible loan.
The principal terms of the convertible loan are as set forth in the stock exchange notice of June 7, 2016, provided, however, that the parties have today agreed that Aker shall receive warrants to subscribe for 20,000,000 shares with one vote each at NOK 12.50 per share (subject to adjustment) that will, to the extent exercised, supersede the conversion rights under the convertible loan for the same number of shares and votes at the same price. Issuance of the warrants will be proposed by SOFF to its extraordinary general meeting expected to be held in the beginning of October 2016 to approve, inter alia, the issuance of shares in connection with the Merger. The warrants will be exercisable from issuance through October 1, 2021. The subscription amount payable by Aker upon the exercise of warrants must be used by SOFF to prepay the convertible loan.
The convertible loan will carry a fixed interest of 1.00% p.a., which will accrue and be compounded on a quarterly basis. Upon the conversion of the loan or the exercise of warrants, SOFF has, subject to the requirements of its financing agreements, a right to effect cash settlement rather than delivering new shares to Aker. If the cash settlement option is exercised, SOFF shall pay a cash amount to Aker equal to the product of (i) the number of Class A shares to which Aker would have been entitled if the principal amount of the loan could be applied to subscribe for SOFF Class A shares at NOK 12.50 per share and (ii) the closing price for the SOFF Class A share at the date the warrant or conversion right is exercised.
Aker may elect to exchange the convertible loan and the warrants for a convertible loan (or several loans) in the same principal amount to SOFF's subsidiary Solship AS ("Solship"), the holding company of Solship Invest I AS, into which Rem Offshore ASA will be merged. Aker will also, as an alternative to conversion of the loan, receive separate warrants to subscribe for shares in Solship. The exercise of warrants or conversion of the loan may give Aker up to a 50% holding in Solship. The financial terms of the loan(s) to Solship and warrants will replicate the financial terms of the SOFF convertible loan and the SOFF warrants, and thus the warrants to subscribe for shares in Solship will, to the extent exercised, supersede the conversion rights under the convertible loan issued by Solship for the same number of shares and votes at the same price.
Aker ASA's Chief Financial Officer Frank Reite is a member of the board of directors of Solstad Offshore ASA.
Ellen Solstad and Lars Peder Solstad of the Solstad family, each of whom hold shares in Solstad Offshore ASA through their related companies, are, respectively, a member of the board of directors and the chief executive officer of Solstad Offshore ASA.