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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
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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