Aker — Capital/Financing Update 2016

Jul 28, 2016

Aker ASA: REM Offshore enters into Agreement to merge with Solstad Offshore

Aker ASA: REM Offshore enters into Agreement to merge with Solstad Offshore

Skudeneshavn and Fosnavåg, July 28, 2016.

Solstad Offshore ASA ("SOFF" or "Solstad") and REM Offshore ASA ("REM") have on

July 27, 2016 agreed to merge REM with a wholly-owned subsidiary of Solstad

("Merger Sub") ("the Merger"). REM, the principal shareholders of REM, and SOFF

and its principal shareholders, have entered into an agreement that sets out the

terms of the merger.

The Merger will be completed as a statutory triangular merger pursuant to and in

accordance with Norwegian law, whereby Merger Sub will be the surviving company.

Solstad will create a new class B shares which will have the same economic

rights as the ordinary shares in SOFF (to be renamed class A shares), but with

1/10th vote. It is Solstad's intention that the new class B shares can be an

instrument for further consolidation in the industry. As merger consideration,

REM's shareholders will receive new SOFF class B shares, except as provided

below. The Merger will be based on an agreed exchange ratio of 0.0696 SOFF

shares per REM share. This is based upon the issue prices in REM and SOFF's

private placements, proposed this June and July, of NOK 0.87 per share and NOK

12.50 per share respectively, corresponding to an agreed exchange ratio of

0.0696 SOFF class B shares per REM share. Åge Remøy and his related companies

will, however, receive 6,000,000 SOFF class A shares for the first NOK 75

million REM shares subscribed by them in REM's NOK 150 million directed share

issue, which will be carried out as proposed before the Merger. It is a

condition from Åge Remøy's side that his current controlling position in REM is

carried over into a significant voting interest in Solstad after the Merger,

which will be effected by his entitlement to get half of the consideration

shares attributable to the directed share issue in REM in the form of SOFF class

A shares. The principal shareholders of Solstad have agreed to this and look

forward to having Åge Remøy as a key industrial shareholder. His principal

holding company will also nominate a member to the board of directors of Solstad

upon effectiveness of the Merger.

"The offshore service vessel (OSV) industry is undergoing a period of great

uncertainty," says Lars Peder Solstad, CEO of Solstad. "Reduced spending across

the upstream value chain has contributed to the current overcapacity, adversely

impacting dayrates and utilization. The OSV industry's fragmented structure is

further compounding these negative effects. Solstad and REM both see the need to

create larger entities with financial and operational strength to weather the

downturn. The combination of Solstad and REM is one step in the right direction,

but there remains a strong rationale for further consolidation."

REM and Solstad are Norwegian offshore service vessel companies that combined

will operate a total of 62 vessels. After the Merger, Solstad will retain its

Skudeneshavn head office, from which the combined fleet of CSV vessels will be

operated. The combined fleet of PSV vessels will be operated from the current

REM head office in Fosnavåg.

"On a standalone basis, both REM and Solstad have strong operational

capabilities, high-in-demand specialist expertise, and an employee and

management base that cultivates innovative business developments," REM CEO Arild

Myrvoll said. "From a commercial perspective, the Merger will further strengthen

these pillars of productivity and profitability, while at the same time

improving margins and reducing downtime through inherent cost and operational

synergies."

"I am satisfied that the merged company will allocate substantial activities to

Fosnavåg, with potential for substantial increase, which will contribute to

securing development possibilities for the region and stable  employment

opportunities for our nearly 500 highly qualified employees," says REM Chairman

Åge Remøy.

"Solstad and Aker have put forth an industrial solution for the restructuring of

Rem Offshore. The merger is a necessary structural measure in today's offshore

service vessel (OSV) market, which will enable the combined company to achieve

significant synergies through more efficient operations and a lower cost base.

The combination of Solstad's, REM's and Aker's industrial expertise, M&A

capabilities and financial strength will provide a strong platform through

Solstad for further development of the OSV industry," says Øyvind Eriksen,

President and CEO of Aker.

The formal plan of merger is expected to be published shortly after REM and SOFF

have released their interim financial statements as of and for the six-month

period ended June 30, 2016 in late August. Extraordinary shareholders' meetings

in REM and SOFF are expected to be held on or around October 1, 2016, with the

Merger becoming effective on or around December 1, 2016.

REM is undergoing an overall restructuring to strengthen its balance and

liquidity position, as announced on June 27, 2016. The Merger is premised upon

the completion of REM's restructuring prior to the Merger, requisite approvals

from creditors of REM and SOFF and requisite approvals or absence of

intervention by competent regulatory authorities. The Merger is supported by the

largest shareholder in REM, Åge Remøy and companies controlled by him, as well

as the largest shareholders in SOFF.

SOFF is also going through a comprehensive refinancing plan as announced on June

7, 2016. At the same time SOFF also disclosed that it foresees to participate in

a consolidation within the industry. Completion of the refinancing and the

Merger will form a good platform for weathering the tough times the industry is

going through.

An information memorandum pursuant to clause 3.5 of the Continuing Obligations

for Issuers will be prepared jointly by REM and SOFF and will likely be combined

with the offering and listing prospectus for the SOFF class A and B shares to be

issued and listed in connection with the Merger, the NOK 20 million repair issue

of SOFF class B to REM shareholders, and the offering prospectus for the NOK

39.9 million repair issue of SOFF class A shares to SOFF shareholders, as

described further below.

Share issues in REM prior to the Merger

Prior to the Merger, REM will complete a directed share issue towards companies

related to Åge Remøy of NOK 150,000,000 at NOK 0.87 per share, as per the

proposal made by the board of directors of REM on June 29, 2016 for the REM

extraordinary general meeting to be held July 21, 2016, (but which was later

cancelled). Subject to the completion of the Merger, Åge Remøy and his related

companies will receive 6,000,000 SOFF class A shares and 6,000,000 SOFF class B

shares, both at NOK 12.50, as consideration shares in the Merger.

Shareholders in Rem before the restructuring (and Merger) will receive

1,414,120 class B shares in SOFF (as consideration for their share after the

restructured REM as proposed to the extraordinary general meeting in REM).

Further, and subject to completion of the Merger, REM shareholders not

participating in the directed share issue will be offered to participate in a

NOK 20 million directed issue (the "repair issue") of SOFF class B shares at NOK

12.50 per share as described below.

As part of the restructuring of REM, shares were proposed to be issued to

bondholders of REM and to Vard Group AS. These shares will be exchanged for SOFF

class B shares through the Merger.

Share issues in SOFF

The NOK 39.9 million directed issue ("repair issue") of shares in SOFF at NOK

12.50 per share resolved at the extraordinary general meeting on July 13, 2016

will not be affected by the Merger, except that the timing of the publication of

the requisite prospectus and the offering period is expected to be aligned with

the publication of the Information Memorandum on the Merger and the Merger plan,

which will be sent to all shareholders together with the calling notice to an

extraordinary general meeting of SOFF to vote on the merger plan.

Further, and as resolved at that extraordinary general meeting, a directed issue

of NOK 285.1 million at NOK 12.50 per share will take place. The amount is

subscribed by Aker with NOK 250 million while the balance is subscribed by the

Solstad family's companies SOFF Holding AS, Ivan II AS and Solstad Invest AS.

Subject to completion of the Merger, REM shareholders, other than companies

related to Åge Remøy, not participating in the directed share issue NOK 150

million of REM shares to be carried out prior to the Merger, will be offered to

participate in a NOK 20 million directed issue ("repair issue") of SOFF class B

shares at NOK 12.50 per share.

SOFF will apply for the new class B shares to be listed on the main list of Oslo

Børs.

Assuming (i) completion of Aker's investment undertaking in the aggregate amount

of NOK 250 million at NOK 12.50 per SOFF class A share, (ii) the simultaneous

investment undertaking in the aggregate amount of NOK 35.1 million by the

Solstad Family (ii) full subscription of the NOK 39.9 million SOFF repair issue

of SOFF class A shares at NOK 12.50 per SOFF class A share, (iii) full

subscription of the NOK 20 million repair issue to current REM shareholders at

NOK 12.50 per SOFF class B shares, (iv) issuance of 137,665,714 REM shares, or

SOFF class B shares in lieu thereof at the exchange ratio for the Merger, to REM

bondholders pursuant to the REM restructuring plan of June 27, 2016, and (v)

issuance of 13,776,554 REM shares to Vard Group AS pursuant to that plan,  the

issued number of shares of SOFF is expected to be 90,241,182. The number of

class B shares is expected to be 19,553,805 and the number of votes 72,642,757.

Under these assumptions, Aker will hold 20,000,000 class A shares and 1,807,150

class B shares, representing approximately 24% of the shares and 28% of the

votes. This includes SOFF class B shares issued to Aker in its capacity as

holder of REM bonds. The Solstad family will, through its related companies,

hold 20,937,457 class A shares, representing approximately 23% of the shares and

29% of the votes. Åge Remøy and his related companies will hold 6,000,000 class

A shares and 7,112,003 class B shares, representing approximately 15% of the

shares and 9% of the votes.

As part of the proposed Merger, Aker will issue a put option to Åge Remøy's

principal holding company exercisable in the thirteenth month after

effectiveness of the Merger for a total of 6,000,000 class B shares in SOFF,

with a strike price of NOK 12.50 per share. Acquisition of class B shares on the

basis of that agreement will increase the number of SOFF shares held by Aker by

6,000,000 and the number of votes by 600,000. This would represent an increase

of Aker's holding under the same assumptions of approximately 7% of the equity

and approximately 1% of the votes.

No changes have been made to the proposed NOK 250 million convertible loan from

Aker as set out in Solstad's refinancing plan announced on June 7, 2016.

***

Aker'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, who through their

related companies hold shares in Solstad Offshore ASA are a member of the board

of directors and the chief executive officer, respectively, of Solstad Offshore

ASA.

Åge Remøy is the chairman of the board of directors of REM Offshore ASA.

END

For further information, please contact:

Åge Remøy, Chairman of REM Offshore ASA at +47 90 59 12 92 or Arild Myrvoll,

Chief Executive Officer of REM Offshore ASA at +47 90 01 41 88.

Lars Peder Solstad, Chief Executive Officer of Solstad Offshore ASA at

+47 913 18 585 or Sven Stakkestad, Deputy Chief Executive Officer of Solstad

Offshore ASA at +47 905 15 802.

Atle Kigen, Head of corporate communications of Aker ASA at +47 9078 4878.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#2031254]