Solstad Offshore ASA — Capital/Financing Update 2016

Dec 15, 2016

REM Offshore ASA / Solship Invest 1 AS: Bond buy back offer to bondholders in "REM Offshore ASA Secured Bond Issue 2016/2024" (ISIN NO 001 077994.5)

REM Offshore ASA / Solship Invest 1 AS: Bond buy back offer to bondholders in "REM Offshore ASA Secured Bond Issue 2016/2024" (ISIN NO 001 077994.5)

NOT FOR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA,

HONG KONG, JAPAN, OR THE U.S. (OR TO U.S. PERSONS), OR

IN ANY OTHER JURISDICTION IF SUCH DISTRIBUTION WOULD

BE PROHIBITED BY APPLICABLE LAW

REM Offshore ASA / Solship Invest 1 AS: Bond buy back

offer to bondholders in "REM Offshore ASA Secured Bond

Issue 2016/2024" (ISIN NO 001 077994.5)

15 December 2016

Capitalized terms used herein shall have the meaning

assigned to them in the Bond Agreement dated 8

December 2016, unless otherwise stated herein.

Solship Invest 1 AS (previously REM Offshore ASA)

(the "Issuer" or the "Company") today announced that

it has launched an offer to the bondholders in the

bond issue NO 001 077 994.5 REM Offshore ASA 2016/2024

(the "Bond") to repurchase a portion of the Bond

(the "Buy-Back Offer") for an aggregated cash amount

of up to NOK 60 million (the "Buy-Back Amount"), as

further described in the Summons to the bondholders'

meeting dated 23 August 2016.

The Buy-Back Offer will be conducted by way of an

auction and will commence on 16 December 2016 at 09:00

CET, and expire at 12:00 (noon) CET on 3 January 2017

(the "Buy-Back Offer Period") unless extended or

withdrawn at the sole discretion of the Company. No

submissions after the expiration date will be valid.

The price and the number of Bonds to be repurchased

will be determined by the result of the auction.

Following Bondholders' valid responses made by

returning the Bondholders Offer Form (as attached

below) to ABG Sundal Collier ASA (the "Manager") by no

later than the expiry of the Buy-Back Offer Period

(each an "Offer"), the Company anticipates selecting

one price (the "Repurchase Price") at which all the

relevant Bonds are to be repurchased. The Bonds that

are repurchased by the Company in the Buy-Back Offer

will be cancelled as soon as possible, and the

outstanding amount under the Bond will be adjusted

correspondingly.

Bondholders may offer Bonds for sale at any time

during the Buy-Back Offer Period and Offers may not be

withdrawn prior to the Company's deadline for

acceptance at 09:00 CET 4 January 2017. The Buy-Back

Offer is not conditional on any minimum number of

Bonds being offered to the Company. Bondholders who do

not participate in the Buy-Back Offer, or whose Bonds

are not accepted for purchase by the Company, will

continue to hold their Bonds in accordance with the

terms of the Bond Agreement.

Summary of terms and the Buy-Back process:

Buy-back Offer Period:

Commencement: 09:00 CET, 16 December 2016

Expiration: 12:00 (noon) CET, 3 January 2017

Price:

To be expressed as a percentage of the nominal amount,

including accrued but unpaid interest.

The Offer may be expressed by Bondholders as an "at

market" offer i.e. at the Repurchase Price selected by

the Company.

All Bonds will be repurchased at the same price.

Amount:

The Company is targeting to buy back Bonds for up to

NOK 60 million in cash. The total number of Bonds

repurchased will be depending on how the auction is

priced.

If the total number of Bonds offered at the Repurchase

Price exceeds the maximum number of Bonds which the

Company resolves to buy-back, the Company will, in

consultation with the Manager reduce the nominal

amounts of Bonds to be acquired compared to the

nominal amounts of Bonds offered by the Bondholder.

The reduction of the nominal amounts of Bonds to be

acquired will primarily be made based on a pro rata

allocation between the Bondholders, but the Company

reserves the right to deviate from this principle if

deemed appropriate, e.g. in order to cater for smaller

volumes or for other practical reasons.

Placing of Offers during the Buy-Back Offer Period:

All Bondholders Offer Form are to be sent to the

Manager no later than 12:00 (noon) CET 3 January

2017 at subscription@abgsc.no.

Offers of Bonds may not be withdrawn.

Announcement of the result of the Buy-Back Offer:

Expected to be announced on 4 January 2017.

Settlement of the Buy-Back Offer:

Cash payment in NOK

Settlement Date of the Buy-Back Offer:

Expected to be on 6 January 2017.

Contacts:

Any questions related to the Buy-Back Offer can be

directed to the Manager:

Magnus Drageset

Tel.: +47 22 01 61 41

Email: magnus.drageset@abgsc.no

Ola Nygård

Tel.: +47 22 01 61 86

Email: ola.nygard@abgsc.no

Eivind Kjær Thorsen

Tel: + 47 22 01 60 95

Email: eivind.thorsen@abgsc.no

DISCLAIMER

The Buy-Back Offer, any Bondholders Offer Form and any

acceptances thereof are subject to Norwegian law, with

Oslo District Court as the agreed legal venue.

The Buy-Back Offer is not directed to persons in any

jurisdiction where the Buy-Back Offer would be in

violation of applicable laws or whose acceptance of

the offer requires that (i) further documents are

issued in order for the Buy-Back Offer to comply with

local law or (ii) registration or other measures are

taken pursuant to local law. No document or material

relating to the Buy-Back Offer may be distributed in

or into any country where such distribution or

offering requires any of the aforementioned measures

to be taken or would be in conflict with any law or

regulation of such country. No securities are being

offered for sale or subscription to any person in any

jurisdiction by this Buy-Back Offer.

The Buy-Back Offer is not being made directly or

indirectly in, or by use of the mails of, or by any

means or instrumentality of interstate or foreign

commerce of, or any facilities of a national

securities exchange of, the United States of America,

its territories and possessions, any State of the

United States and the District of Columbia

(the "United States"). This includes, but is not

limited to, facsimile transmission, internet delivery,

email, telex and telephones. Accordingly, copies of

this document and any related offering documents are

not being, and must not be, directly or indirectly

mailed, emailed or otherwise transmitted, distributed

or forwarded (including, without limitation, by

custodians, nominees or trustees) in or into the

United States or to any persons located or resident in

the United States, and so doing may invalidate any

purported acceptance. Any purported offer or

agreement to sell Bonds in the Buy-Back Offer

resulting directly or indirectly from a violation of

these restrictions will be invalid and any purported

offer and/or agreement to sell Bonds made by a person

appearing or otherwise believed by the Company to be

located or resident in the United States, or any

agent, fiduciary or other intermediary acting on a non-

discretionary basis for a principal giving

instructions from within the United States will be

invalid and will not be accepted.

The Company will only accept offers with respect to

the Bonds from a Bondholder or beneficial owner of

the Bonds (or any person acting as agent, custodian,

fiduciary or other intermediary capacity for a

Bondholder or beneficial owner) who: (a) is not a U.S.

person (as such term is defined pursuant to Regulation

S under the US Securities Act of 1933, as amended the

("Securities Act") and who is outside the United

States; and (b) is not located in Canada and is not

submitting the offer from Canada or is acting on a

nondiscretionary basis for a principal located outside

Canada that is not giving an order to submit the offer

from Canada. Each person participating in the Buy-Back

Offer will represent that it or any beneficial owner

of the Bonds or any person on whose behalf such person

is acting is not a U.S. person or a resident and/or

located in the United States and will not be resident

and/or located in the United States at the time of the

submission of its offer pursuant to the Buy-Back Offer.

The information contained in this Buy-Back Offer does

not constitute an invitation or inducement to engage

in investment activity within the meaning of the

United Kingdom Financial Services and Markets Act

2000. In the United Kingdom, this announcement is

being distributed only to, and is directed only at (i)

persons who are outside the United Kingdom, (ii)

persons in the United Kingdom falling within the

definition of investment professionals (as defined in

Article 19(5) of the Financial Services and Markets

Act 2000 (Financial Promotion) Order 2005

(the "Financial Promotion Order")), (iii) persons who

are within Article 43 of the Financial Promotion Order

or (iv) any other persons to whom it may otherwise

lawfully be made under the Financial Promotion Order

(all such persons together being referred to

as "relevant persons"). This announcement and the Buy-

Back to Bondholders is directed only at relevant

persons and must not be acted on or relied on by

persons who are not relevant persons.

Each Bondholder is responsible for any taxes as a

consequence of its acceptance of the Buy-Back Offer.

The Company assumes no responsibility for any tax

liability resulting from the acceptance of the Buy-

Back Offer.

This document contains forward-looking statements and

information that is necessarily subject to risks,

uncertainties, and assumptions. No assurance can be

given that the transactions described herein will be

consummated or as to the terms of any such

transactions. The Company assumes no obligation to

update or correct the information contained in this

announcement.