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Solstad Offshore ASA — AGM Information 2016
Oct 10, 2016
3749_iss_2016-10-10_2b5796e2-6cfa-429d-9c60-beb27a67561d.html
AGM Information
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Extraordinary general meeting held
Extraordinary general meeting held
Reference is made to the stock exchange announcement 9
September 2016 regarding the signed merger plan and
notices of extraordinary general meetings in Solstad
Offshore ASA ("Solstad Offshore" or the "Company") and
Rem Offshore ASA ("REM").
The extraordinary general meeting in the Company has
been held today. Please find the minutes from the
meeting attached.
All proposals on the agenda were adopted, including
approval of the merger plan regarding the merger
(the "Merger") of REM with Solship Invest 1 AS, with
Solship Invest 1 AS being the surviving entity,
against issuance of consideration shares in Solstad
Offshore. The proposal for an extension of the
conversion period through 1 October 2021 for the
Company's convertible loan subscribed by Aker Capital
AS ("Aker") on 31 August 2016 was also approved, as
well as the issuance of warrants to Aker to subscribe
for up to 20,000,000 shares with one vote each at NOK
12.50 per share as an alternative to conversion of the
convertible loan and also exercisable through 1
October 2021. Aker has, effective as of the passing of
the resolutions in the extraordinary general meeting,
subscribed to the extended loan/extension of the loan
and to the warrants. In addition, the extraordinary
general meeting approved the issuance of a board
authorisation to issue shares in connection with the
contemplated repair offering of up to NOK 20 million
directed towards shareholders in REM as per 10 October
2016 (excluding companies controlled by Åge Remøy),
conditional upon completion of the Merger. The
proposed change to the Board of Directors, effective
upon completion of the Merger, was also approved in
accordance with the recommendation from the nomination
committee.
The extraordinary general meetings in Rem Offshore ASA
and Solship Invest 1 AS have also approved the Merger
plan today. It is expected that the Merger will become
effective on or about 24 November 2016.
The minutes of meeting in both Norwegian and English,
is available on the Company's website www.solstad.no,
along with all other previously disclosed
documentation pertaining to the extraordinary general
meeting.
Reference is made to the Company´s release dated 31
August 2016 for details of the number of shares and
the number and terms of rights to shares now held by
Aker after the extension of the conversion period for
the convertible loan and the issuance of the warrants
per the resolutions passed at the extraordinary
general meeting of the Company today, and which share
of the capital and votes of the Company these
represent.
Skudeneshavn, 10 October 2016
Solstad Offshore ASA
Contacts: Lars Peder Solstad (CEO) and Sven Stakkestad
(deputy CEO), phone +47 52 85 65 00
This information is subject of the disclosure
requirements pursuant to section 5-12 of the Norwegian
Securities Trading Act.