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Solstad Offshore ASA M&A Activity 2017

Jun 21, 2017

3749_iss_2017-06-21_528f800e-0eb2-4527-befa-6086e6cc81c6.html

M&A Activity

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SOFF - FAR - DESSC: Key date announcement

SOFF - FAR - DESSC: Key date announcement

Skudeneshavn, Ålesund and Limassol, 21 June 2017

Reference is made to previous stock exchange notices

regarding the proposed mergers between (i) Farstad Shipping

ASA ("FAR") and Solship Invest 2 AS with the latter as the

surviving entity and with settlement in Solstad Offshore ASA

("SOFF") shares, (ii) Deep Sea Supply Plc ("DESSC") and

Solship Sub AS with the latter as the surviving entity

(the "DESSC Merger I") and (iii) Solship Sub AS and Solship

Invest 3 AS with the latter as the surviving entity and with

settlement in SOFF shares (the "DESSC Merger II"), together

referred as the "Mergers" and the settlement shares in the

Mergers are referred to as the "Merger Shares".

In connection with completion of the Mergers, please note

the following key dates:

Last day when FAR and DESSC shares are trading: 21 June 2017

Expected date of completion of the Mergers: 21 June 2017

after close of trading

First day of the merged SOFF (now renamed Solstad Farstad

ASA; ticker "SOFF" will be continued) trading alone: 22 June

2017

Record date: 23 June 2017

Date of delivery of the Merger Shares in VPS: 26 June 2017

First day of trading of the Merger Shares will be 22 June

2017, i.e. before delivery of the Merger Shares to the VPS

accounts of eligible former shareholders of FAR and DESSC.

Therefore no account-to-account transactions and no

transactions with settlement prior to 26 June 2017 will be

allowed in the Merger Shares on the Oslo Stock Exchange in

this period.

Merger conversion ratios:

SOFF - FAR: 0.028 SOFF share per 1 FAR share

Solship Sub AS - DESSC: 1 Solship Sub AS share per 1 DESSC

share

SOFF - Solship Sub AS: 0.1052631578947368 SOFF share per 1

Solship Sub AS share

ISIN (SOFF): A-shares (ordinary): NO0003080608

Transferor companies: FAR, DESSC (DESSC Merger I) and

Solship Sub AS (DESSC Merger II)

Transferee companies: Solship Invest 2 AS and Solship Invest

3 AS

Issuer of Merger Shares: SOFF

Date of approvals: 25 April 2017 (extraordinary general

meetings)

Fractional shares will not be delivered. The number of

Merger Shares issued to the shareholders of DESSC and FAR

will be rounded down to the nearest whole number of SOFF

shares. Fractions will be sold for the benefit of FAR and

DESSC shareholders who have been subject to such rounding

down.

In connection with the Mergers, a total of 166,845,478 new

SOFF shares will be delivered as Merger Shares to the

eligible former shareholders of FAR and DESSC.

Furthermore, 16 million new shares will be issued and

delivered to Hemen Holding Limited ("Hemen") in a private

placement of shares.

In addition, 20 million new shares will be issued and

delivered to Aker Capital AS ("Aker") in connection with the

conversion of a convertible loan.

The total number of issued shares in SOFF will increase with

202,845,478 from 88,686,821 to 291,532,299 shares.

The new shares to be issued to Hemen and Aker will be

tradeable from 22 June 2017 and delivered in VPS on 26 June

Contact:

Lars Peder Solstad, Chief Executive Officer of Solstad

Offshore ASA at +47 913 18 585 or Sven Stakkestad, Deputy

Chief Executive Officer of Solstad Offshore ASA at +47 905

15 802.

Karl-Johan Bakken, Chief Executive Officer of Farstad

Shipping ASA at +47 901 05 697 or Olav Haugland, Chief

Financial Officer of Farstad Shipping ASA at +47 915 41 809.

Anders Hall Jomaas, Chief Financial Officer of Deep Sea

Supply Plc at +47 400 42 918.

This information is published in accordance with the

requirements of the Continuing Obligations of the Oslo Stock

Exchange.