Aker — Share Issue/Capital Change 2016

Aug 31, 2016

Aker ASA: Solstad Offshore ASA - private placement of shares and convertible loan fully subscribed today

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.