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Solstad Offshore ASA Board/Management Information 2020

May 13, 2020

3749_rns_2020-05-13_95589119-7781-4a1e-a390-36fcba93bf9e.pdf

Board/Management Information

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Denne meldingen til obligasjonseierne er kun utarbeidet på engelsk. For informasjon vennligst kontakt Nordic Trustee AS.

To the Bondholders in:

ISIN NO 001 0675051 – FRN Boa SBL AS Senior Secured Bond Issue 2013/2018

ISIN NO 001 0699077 – FRN Boa Offshore AS Senior Unsecured Bond Issue 2013/2018

ISIN NO 001 0720790 – FRN BOA OCV AS Senior Secured Bond Issue 2014/2019

13 May 2020

COMPLETION DATE AND NOMINATION OF MEMBERS TO THE ELECTION COMMITTEE AND BOARD OF DIRECTORS IN BOA OFFSHORE AS

Nordic Trustee AS (the "Bond Trustee") acts as bond trustee for the bondholders (the "Bondholders") in the above mentioned bond issues (the "Bonds" or the "Bond Issues"). Reference is made to Summons for Written Resolution to the bondholders in the Bond Issue issued by BOA OCV AS date 25 March 2020 (the "Summons"), including the term sheet attached thereto ("Term Sheet"). All capitalised terms used, but not defined herein, shall have the same meaning assigned to them in the Summons and the Term Sheet.

Please be advised that on 13 May 2020, the Bond Trustee received to its satisfaction the documents and confirmations listed in Schedule 1 of the amendment agreement to the bond agreement between Boa OCV AS and the Bond Trustee relating to "FRN Boa OCV AS Senior Secured Bond Issue 2014/2019" ISIN NO 001 0720790 (originally dated 6 October 2014, as amended and restated on 17 July 2017, and as further amended on 24 October 2017 and 13 March 2019) (the "Amendment Agreement"), and hence, the Bond Trustee confirms that the "Completion Date" for the purpose of the Amendment Agreement occurred on 13 May 2020.

The Rest Claim Creditors have (through the Bond Trustee) been given certain rights (but no obligation) to participate in the governance of Boa Offshore AS ("BOFF") through the issuance of a B-share in BOFF. The rights and obligations pertaining to the B-share is set forth in the Articles of Association of Boa Offshore AS and in a separate shareholders' agreement, substantially in the form set out in Schedule 5 to the Term Sheet.

The Rest Claim Creditors are i.a. entitled to nominate two (2) out of three (3) members of the election committee of BOFF. Certain Bondholders have proposed Richard Sjøqvist and Silje Sønning to be members of the election committee (the "Election Committee Proposal"). If the Bond Trustee does not receive any alternative proposal from the Bondholders within 5 Business Days, then the Bond Trustee will implement the Election Committee Proposal.

In addition, please be informed that Tor Herdlevær has been elected as the third member of the election committee of BOFF. This information is included herein solely for informational purposes.

The proposed members of the election committee have, in accordance with certain criteria set forth in the Articles of Association of BOFF, proposed Svein Sivertsen, Torbjørn Vik, Kristan Bodden and Georg Scheel to be members of the board of directors of BOFF (the "Board of Directors Proposal"). If the Bond Trustee does not receive any alternative proposal from the Bondholders within 5 Business Days to the Election Committee Proposal and the Board of Directors Proposal, then the Bond Trustee will implement the Board of Directors Proposal.

For questions to the Election Committee Proposal or the Board of Directors Proposal, please contact: Lars Erik Lærum, +47 22 87 94 06, [email protected]

Yours sincerely

Nordic Trustee AS

Lars Erik Lærum