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Solstad Offshore ASA Director's Dealing 2017

Feb 13, 2017

3749_mrq_2017-02-13_2729b3e4-7d2a-4182-89a5-9a666791ee56.html

Director's Dealing

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SHAREHOLDING DISCLOSURE - FAR AND SOFF

SHAREHOLDING DISCLOSURE - FAR AND SOFF

Oslo and Limassol, 13 February 2017

Reference is made to the stock exchange release from

Farstad Shipping ASA ("Farstad") today regarding

subscription by Farstad bondholders of NOK 150 mln in

Farstad shares and to the stock exchange release from

Farstad, Deep Sea Supply Plc and Solstad Offshore ASA

("Solstad Offshore") dated 6 February 2017 regarding

the financial restructuring of Farstad. All terms

defined in the 6 February 2017 release have the same

meaning in this release.

After the subscription by the bondholders, Aker's and

Hemen's respective subscriptions of new Farstad shares

in the Farstad Restructuring Equity Issue will be

limited to NOK 200 mln (Tyrholm & Farstad Invest will

subscribe to the balance up to NOK 450 mln) plus up to

NOK 25 mln in the Repair Issue. Accordingly, out of

the new share capital of Farstad of 4,863,540,579

shares after the simultaneous registration of all the

share capital increases which are part of the

restructuring of Farstad, Aker will hold a minimum of

571,428,571 shares (based on a NOK 200 mln

subscription) and a maximum of 642,857,142 shares

(based on a NOK 2225 mln subscription). Hemen will

hold the same. In addition F-Schiplease AS will hold

315,595,760 shares as announced on 6 February 2017.

This represents a holding of shares and votes of

Farstad of minimum 11.75% and maximum 13.22% for each

of Aker and Hemen and a consolidated holding of Aker

and F-Shiplease AS of minimum 18.24% and maximum

19.71%, of which F-Shiplease AS will hold 6.49%.

The above will also result in changes to the holdings

of Aker and Hemen in Solstad Offshore upon completion

of the Combination/the Mergers.

As set out in the 6 February 2017 release and on the

further assumptions set forth therein, if Hemen and

Aker each subscribe for only NOK 200 mln (combined NOK

400 mln) in the Farstad Restructuring Equity Issue,

Aker will hold 57,668,050 shares, representing

approximately 19.7 (not 19.8%) % of the shares and

votes in Solstad Offshore, F-Shiplease AS will hold

8,836,681 shares representing approximately 3.0% of

the shares and votes in Solstad Offshore, and Aker and

F-Shiplease combined will hold 66,504,731 shares

representing approximately 22.7% (not 22.8%) of the

shares and votes in Solstad Offshore. Following the

conversion of the NOK 250 mln convertible loan, Aker

will no longer hold any rights to shares in Solstad

Offshore. Under the same assumptions, Hemen will hold

46,133,037 shares, representing approximately 15.8% of

the shares and votes in Solstad Offshore. If Hemen and

Aker subscribe for an additional NOK 25 mln each in

the Farstad Repair Issue, their respective holdings of

Solstad Offshore shares and votes will increase by

2,000,000 shares or 0.7% compared to the minimum

figures referred to in this paragraph.

Aker Capital AS

Hemen Holding Limited