Solstad Offshore ASA — Share Issue/Capital Change 2016

Oct 28, 2016

Final results of the Subsequent Offerings in Solstad Offshore ASA. Share capital increase resolved

Final results of the Subsequent Offerings in Solstad Offshore ASA. Share capital increase resolved

Reference is made to previous announcements and the

prospectus dated 9 September 2016 (the "Prospectus")

concerning the subsequent offerings in Solstad

Offshore ASA ("Solstad Offshore" or the "Company")

directed towards shareholders in Solstad Offshore

(the "Solstad Subsequent Offering") and Rem Offshore

ASA (the "Rem Subsequent Offering"), together referred

to as the "Subsequent Offerings".

Solstad Offshore received applications for a total of

4,566,255 ordinary shares (to be renamed Class A

Shares upon completion of the merger of Rem Offshore

ASA with Solship Invest 1 AS) in the Solstad

Subsequent Offering and 45,639 Class B shares in the

Rem Subsequent Offering. This corresponds to an

oversubscription of 43% in the Solstad Subsequent

Offering and no oversubscription in the Rem Subsequent

Offering.

Allocation of 3,188,811 ordinary shares in the Solstad

Subsequent Offering and a conditional allocation of

45,639 Class B Shares in the Rem Subsequent Offering

were approved by the Board of Directors in Solstad

Offshore on 28 October 2016 based on the allocation

criteria set out in the Prospectus.

In accordance with the authorisation to increase the

share capital granted by the extraordinary general

meeting of Solstad Offshore on 13 July 2016, the Board

of Directors of Solstad Offshore today has resolved to

increase the share capital with NOK 6,377,622, from

122,997,132 to NOK 129,374,754, by issuance of

3,188,811 ordinary shares with a par value of NOK 2.

The price to be paid per share is NOK 12.50, totalling

up to NOK 39,860,137.50. New number of ordinary shares

outstanding following completion of the Solstad

Subsequent Offering will be 64,687,377. A separate

stock exchange notice will be published upon

registration of the share capital increase in the

Norwegian Register of Business Enterprises, expected

to take place on or about 3 November 2016.

In the Rem Subsequent Offering a total of 45,639 Class

B Shares have been conditionally allocated to

applicants. Completion of the Rem Subsequent Offering

is conditional upon consummation of the merger between

Rem Offshore and Solship Invest 1 AS, the latter a

company wholly owned by Solstad Offshore.

As a result of the Subsequent Offerings, SOFF Holding

AS will fall below the 25% disclosure threshold and

the Solstad family, consisting of SOFF Holding AS,

Ivan II AS and Solstad Invest A/S ("Solstad Family")

will on a consolidated basis fall below the 33.33%

disclosure threshold. Following completion of the

Solstad Subsequent Offerings, SOFF Holding AS will

hold 16,063,256 shares and votes in the Company, equal

to 24.83% of the total number of issued shares and

votes in Solstad Offshore. The Solstad Family will on

a consolidated basis hold 20,937,457 shares and votes

in the Company, equal to 32.37% of the total number of

shares and votes in Solstad Offshore.

Arctic Securities AS is acting as Manager for the

Subsequent Offerings and Wikborg, Rein & Co

Advokatfirma DA is acting as legal advisor to the

Company.

Skudeneshavn, 28 October 2016

Solstad Offshore ASA

Contacts: Lars Peder Solstad (CEO) and Sven Stakkestad

(deputy CEO), phone +47 52 85 65 00

This information is subject to the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.