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Solstad Offshore ASA Capital/Financing Update 2020

Oct 16, 2020

3749_rns_2020-10-16_bded9857-1850-4993-8617-9150ee717c7f.pdf

Capital/Financing Update

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NordicTrustee

Define melding til obligasjonseierne er kun utarbeideipá engelsk. For informasjon vennligst kontakt Nordic Trustee AS

TO THE BONDHOLDERS IN:

ISIN NO 001 0779945: SOLSHIP INVEST 1 AS - SECURED BOND ISSUE 2016/2024

Oslo, 16 October 2020

Information to Bondholders regarding completion of the Restructuring

Nordic Trustee AS (the "Bond Trustee") acts as trustee for the bondholders (the "Bondholders") in the above mentioned bond issue (the "Bonds") issued by Solship Invest 1 AS (then named Rem Offshore ASA) (the "Issuer") according to the Bond Restructuring Agreement dated 8 December 2016 (the "Bond Agreement").

Reference is made to the Summons to Bondholders' Meeting dated 14 May 2020 (the "Summons"). Defined terms used in this summons shall have the meaning ascribed to them in the Bond Agreement and the Summons unless otherwise set out herein or required by the context.

1 BACKGROUND

The Proposal was adopted by the Bondholders on 29 May 2020. The Proposal was to accept redemption of all Bonds and settlement of all Solship Invest 1 Bond Liabilities, against a part payment in cash of NOK 25,966,070 and conversion of the remaining Solship Invest 1 Bond Liabilities in the amount of NOK 190,605,897 to shares in the Issuer's parent company, Solstad Offshore ASA ("Shares").

The new Shares issued as part of the Restructuring will be issued as ordinary shares in Solstad Offshore ASA with ISIN NO 0003080608, and the Shares are listed on Oslo Bors. A 1000:1 reverse split ofthe Shares will be completed prior to delivery ofthe Shares to the Bondholders.

2 EXPECTED TIMELINE OF THE RESTRUCTURING

Subject to approval ofthe Restructuring by all stakeholders, including the EGM of Solstad Offshore ASA, the Issuer will proceed with the implementation and completion of the Restructuring under the following expected timeline, subject to change:

Date Action
last day oftrading
of
The
the Bonds with right to cash and Shares
16 October 2020
20 October 2020 ofthe
Approval
Restructuring
of
in the Extraordinary General Meeting
Solstad Offshore
("EGM")
ASA
20 October 2020 Record
Date
22 October 2020 Settlement of
cash payment
23 October 2020 of
Delivery
Shares

3 DISTRIBUTIONS TO BONDHOLDERS

The following cash payments and delivery of Shares will be made as full and final settlement ofthe Solship Invest 1 Bond Liabilities. All accrued interest (including any default interest) will be settled as part ofthe Restructuring. The distributions below will be subject to rounding by VPS. No fractional Shares will be distributed. The distributions will be made pro rata to the Bondholders as follows (subject to rounding):

Shares
(number)
Shares
per
NOK
lm
holding
(number)
Cash
payment
(NOK)
per
Cash
lm
NOK
holding
(NOK)
944 386 I 4429.05 25 966 070 121 777.50

4 FURTHER INFORMATION

The Issuer has retained Arctic Securities AS as its financial advisor. Bondholders may contact them for further information.

Arctic Securities AS, Corporate Finance Anders Eide +47 484 03 260 Email: [email protected]

For further questions to the Bond Trustee, please contact

Nordic Trustee AS Lars Erik Lwrum +47 22 87 94 06 Email: [email protected]

Yours sincerely Nordic Trustee AS Erik Lxrum