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Solstad Offshore ASA Proxy Solicitation & Information Statement 2024

Jun 13, 2024

3749_rns_2024-06-13_e8b91c9b-5473-4bda-a344-e0848771e931.pdf

Proxy Solicitation & Information Statement

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Solstad Maritime Holding AS – Acceptance Form – Offer to Purchase Existing Shares – 13 June 2024

To be used when accepting the offer from Solstad Shipholding AS ("SHAS") to purchase existing shares (the "Offer") in Solstad Maritime Holding AS (the "Company")

Return to:

[email protected]

TO BE FILLED IN BY THE SELLING SHAREHOLDER (ALL FIELDS MUST BE COMPLETED):

Name of the selling shareholder:
BLOCK LETTERS (full legal name = either personal name or company name)
Email address: Telephone number:
New shares allocated to the selling shareholder * in the placement of new shares in the Company which concluded 12 June 2024:
I hereby accept the Offer from SHAS for
existing shares * in Company.
Fixed offer price: NOK 21.93 per share
VPS account: Note(*): This amount cannot exceed 200 shares.

ACCEPTANCE DEADLINE:

The acceptance form must be completed and received by Pareto Securities AS (the "Manager") by 16:30 CEST on 26 June 2024.

To the Company and SHAS:

    1. I accept the Offer to purchase my existing shares in the Company as specified in the table above and in accordance with the terms and conditions set out in SHAS' press release on Solstad Offshore ASA's ticker ("SOFF") dated 13 June 2024.
    1. I confirm that I was not allocated more than 200 new shares in the placement of new shares in the Company which concluded 12 June 2024.
    1. I understand that from today's date I will not be able to sell or otherwise dispose of, pledge or move to another VPS account, the existing shares in the Company that are covered by the acceptance.
    1. I understand that the allocations in the Offer are expected to be made available by the Manager on or about 28 June 2024. Participating shareholders may contact the Manager from 12:00 CEST on the day allocations are made available to obtain information about such allocations.
    1. The Manager is granted an irrevocable one-time authorisation to transfer the existing shares that are covered by the acceptance to a VPS account in the Manager's name, in order to facilitate the purchase of these existing shares by SHAS, in connection with the settlement process in the Offer. The transfer is estimated to occur on or about 28 June 2024.
    1. I accept that cash settlement will take place by crediting my bank account that has been notified as a dividend account on my VPS account or, if such account has not been notified, that settlement is sent to me by bank giro, or by foreign cheque or SWIFT transfer to shareholders resident outside Norway. If the dividend account notified to the VPS (or other account provided by the undersigned for settlement of the Offer), is not a Norwegian kroner account, the registrar may convert the funds into any currency accepted by such account. The registrar may use the Manager to perform the currency exchange and the Manager's applicable rates and margins will apply to such exchange, and I accept to cover such rates and margins from the gross proceeds payable by SHAS to me. The cash settlement is estimated to occur on or about 2 July 2024.
    1. My shares in the Company are transferred free of encumbrances of any kind.
    1. SHAS will cover my directly related transaction costs in VPS in connection with the acceptance. No commission will be payable by the seller.
    1. The Offer is not being made to, and similarly acceptance will not be accepted from, shareholders resident or otherwise located in jurisdictions in which the Offer would be unlawful or require registration or other measures, including but not limited to the United States, Canada, Australia or Japan. I confirm that I am not resident or otherwise located in any restricted jurisdiction and my acceptance is not otherwise restricted under the laws of the jurisdictions applicable to me.
    1. I understand that the Manager will treat the acceptance as an execution only instruction and hence the Manager will not determine whether my acceptance of the Offer is suitable or not for me as otherwise provided for in the Norwegian Securities Trading Act.
    1. The Offer and the acceptance form are governed by, and shall be interpreted in accordance with, Norwegian law. Any disputes shall be resolved under the jurisdiction of the Oslo District Court.

I confirm that I am signing this acceptance as shareholder or on the shareholder's behalf in accordance with the necessary authorisation and that such signature is binding on the shareholder.