AMSC ASA — Capital/Financing Update 2023

Oct 23, 2023

AMSC ASA: Agreement on participation in Solstad Offshore's refinancing transaction

AMSC ASA: Agreement on participation in Solstad Offshore's refinancing transaction

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR

INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES,

OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION

WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE

SECURITIES DESCRIBED HEREIN.

Lysaker, October 23, 2023 - Reference is made to the stock exchange announcement

by Solstad Offshore ASA ("SOFF") today that Solstad Shipholding AS ("Solstad")

has reached an agreement with Aker ASA (via its wholly owned subsidiary Aker

Capital AS, hereinafter "Aker"), AMSC ASA ("AMSC"), DNB Bank ASA ("DNB") and

Export Finance Norway ("Eksfin") for an overall refinancing solution which will

create a robust industrial platform going forward (the "Refinancing").

AMSC will participate in the Refinancing through contributing 100% of the shares

in Offshore Leasing I, which owns the CSV Normand Maximus with corresponding

bareboat contract and secured bank debt, in kind, in return for new common

shares in the parent company of the new corporate structure ("Solstad NewCo")

which will be established in connection with the Refinancing.

The Refinancing is based on a pre-money valuation of Solstad NewCo of NOK 1,500

million. AMSC's contribution to Solstad NewCo is valued at NOK 1,000 million,

based on an enterprise value of Offshore Leasing I of USD 177.5 million per 31

December 2023, with assumed outstanding debt of USD 86.5 million. Following

completion of the transaction, AMSC expects to hold approximately 18.2% of the

shares and votes in Solstad NewCo.

The subscription price per Solstad NewCo share in the transaction will be

similar to the subscription price per share in the NOK 3.0 billion private

placements of shares in Solstad NewCo directed towards Aker and existing Solstad

shareholders, provided that if currency fluctuations result in the contribution

being valued lower than NOK 1,000 million at closing, the subscription price

will be reduced in so far as necessary to issue the agreed number of shares on

the basis of the agreed valuation of NOK 1,000 million, as further described in

the stock exchange announcement from SOFF.

In connection with the transaction, AMSC, Aker and Solstad will enter into a

shareholders' agreement which shall give each of AMSC and Solstad the right to

appoint one board member and one observer to the board of directors of Solstad

NewCo. Aker shall have the right to appoint a majority of the board members of

Solstad NewCo. The shareholders' agreement contains other customary provisions,

including an intent to procure that the shares in Solstad NewCo are listed on a

regulated market within 12 months from closing of the transaction.

Completion of the Refinancing, including AMSC's contribution of the shares in

Offshore Leasing I in exchange for shares in Solstad NewCo, is subject to

customary closing conditions. Completion of the Refinancing is expected to take

place around year-end 2023.

Pål Lothe Magnussen, CEO of AMSC, commented that "We are excited to become a

significant shareholder in Solstad NewCo, and continue the cooperation with

Solstad that started last year through the acquisition and bareboat lease of the

CSV Normand Maximus. We believe Solstad NewCo is an attractrive investment for

AMSC as it maintains our exposure to the offshore industry while diversifying

from one vessel to a broader fleet of high quality CSV and AHTS vessels. Solstad

NewCo is well positioned in a strong and improving offshore market, and will

following the Refinancing be financially healthy and have a clear ambition to

initiate quarterly dividend payments in 2024."

Pro-forma for this transaction, AMSC's balance sheet will include about USD 60

million of cash in addition to the shares in Solstad NewCo and no external debt.

AMSC's ambition is to continue to invest in the maritime space, seek attractive

risk/reward opportunities and intend to continue paying attractive quarterly

dividends to its shareholders. Dividend guidance for the next quarterly dividend

is $0.05 per share.

For further information and the complete details about the refinancing

transaction and terms, please refer to Solstad Offshore ASA's announcement from

today available at: https://newsweb.oslobors.no/

AMSC ASA Contacts:

Pål Lothe Magnussen, +47 90 54 59 59, pm@amscasa.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act.

This stock exchange announcement was published by Morten Bakke, CFO, at 07:50,

October 23, 2023.