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Solstad Offshore ASA M&A Activity 2017

Mar 24, 2017

3749_rns_2017-03-24_d69c781b-d539-40c5-8a41-5586bcf679fc.html

M&A Activity

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Signed plans to merge Solstad Offshore ASA, Farstad Shipping ASA and Deep Sea Supply Plc.

Signed plans to merge Solstad Offshore ASA, Farstad Shipping ASA and Deep Sea Supply Plc.

Skudeneshavn, Ålesund and Limassol, 24 March, 2017

Reference is made to previous announcements concerning the

planned combination of Solstad Offshore ASA ("SOFF"

or "Solstad"), Farstad Shipping ASA ("Farstad") and Deep Sea

Supply Plc ("DESSC") as first announced on 6 February 2017,

and most recently the announcement of 13 March 2017

regarding inter alia the status of the merger plans.

The statutory merger plans have today been approved and

signed by the boards of Solstad, Farstad, DESSC and

Solstad's relevant subsidiaries, into which Farstad and

DESSC will be merged. The exchange ratio for Farstad's

shares is 0.028 SOFF shares per Farstad share (corresponding

to 0.35:12.50). The exchange ratio for DESSC shares is

0.1052631578947368 SOFF shares per DESSC share

(corresponding to 1.31578947368421:12.50).

Each of Solstad, Farstad and DESSC will immediately after

this release also issue a separate release which will

contain the relevant technical details on the mergers.

Assuming completion of the mergers and transactions

ancillary thereto, the issued number of shares in SOFF is

expected to be increased to 291,532,299 on the basis that

the existing outstanding warrants in DESSC will be continued

as warrants in SOFF, in total 1,052,631, instead of being

exercised in DESSC. All shares will be of the same class.

Aker Capital AS ("Aker"), a subsidiary of Aker ASA, will

hold 58,496,302 shares representing 20.1 % of the shares and

votes, and Ocean Yield ASA ("Ocean Yield"), a subsidiary of

Aker, will hold 8,836,681 shares, representing 3.0 % of the

shares and votes. The aggregate holding of Aker and Ocean

Yield will be 67,332,983 shares, representing 23.1 % of the

shares and votes. Hemen Holding Limited will hold 46,961,289

shares, representing 16.1 % of the shares and votes. The

Solstad family will, through its related companies SOFF

Invest AS and Ivan II AS, hold 21,066,965 shares,

representing approximately 7.2 % of the shares and votes. On

a consolidated basis, the Farstad family will hold a total

of 4,470,909 shares, representing a consolidated holding of

1.5 % of the shares and votes.

Ellen Solstad and Lars Peder Solstad of the Solstad family,

who through their related companies hold shares in Solstad

Offshore ASA, are a member of the board of directors and the

Chief Executive Officer, respectively, of Solstad Offshore

ASA.

Mr. Frank Ove Reite, CFO of Aker ASA, is a member of the

board of directors of Solstad Offshore ASA.

Mr. Audun Stensvold, Investment Director of Aker ASA, is a

member of the board of directors of Farstad Shipping ASA.

***

For further information, please 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 subject to the disclosure requirements

pursuant to section 5-12 of the Norwegian Securities Trading

Act.