Solstad Offshore ASA — Capital/Financing Update 2016

Aug 31, 2016

SOFF - private placement of shares and convertible loan fully subscribed today.

SOFF - 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 SOFFs 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 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.

***

Skudeneshavn, August 31, 2016.

Solstad Offshore ASA

Contacts: Lars Peder Solstad and Sven Stakkestad

(phone +47 52 85 65 00)

This information is subject of the disclosure

requirements acc. to §5-12 vphl (Norwegian Securities

Trading Act)