Solstad Offshore ASA — Share Issue/Capital Change 2017

Jun 21, 2017

SOFF - FAR - DESSC: Mergers completed

SOFF - FAR - DESSC: Mergers completed

Skudeneshavn, Ålesund and Limassol, 21 June 2017

With the completion of the transactions announced in the

stock exchange notice dated February 6, today marks the

effective conception of the World's largest high-end

offshore service vessel (OSV) company, Solstad Farstad ASA.

The company has a fleet of 152 OSVs of which 33 are CSVs, 64

PSVs and 55 AHTS. The company is active in all key offshore

regions and will operate out of Skudeneshavn, Norway.

"Today marks the beginning of a new company based on the

proud heritage of three leading OSV companies. Over the last

few months, the three organizations have worked together on

the closing process and prepared the important integration

process. I want to use the opportunity to thank everyone who

has been involved and put in a lot of effort over the last

months. Now, the real work starts as we need to extract the

cost and revenue synergies identified", said Lars Peder

Solstad, CEO of Solstad Farstad ASA.

The transactions which have been completed today include the

mergers between (i) Farstad Shipping ASA and Solship Invest

2 AS with the latter as the surviving entity and with

settlement in shares in Solstad Offshore ASA ("SOFF", now

renamed Solstad Farstad ASA), (ii) Deep Sea Supply Plc and

Solship Sub AS with the latter as the surviving entity and

(iii) Solship Sub AS and Solship Invest 3 AS with the latter

as the surviving entity and with settlement in SOFF shares,

together referred to as the "Mergers". The completion of the

Mergers was registered in the Norwegian Register of Business

Enterprises after close of trading on the Oslo Stock

Exchange today, 21 June 2017. 136,179,139 new SOFF shares

have been issued to the former shareholders of Farstad

Shipping ASA ("FAR"), while 30,666,339 new SOFF shares have

been issued to the former shareholders of Deep Sea Supply

Plc ("DESSC"), in exchange for shares they held in FAR and

DESSC per the exchange ratios set forth in the plans for the

Mergers. Of the new SOFF shares, 16,828,252 were issued to

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

exchange for the 601,009,010 shares in FAR held by Aker.

8,836,681 shares were issued to Ocean Yield ASA ("Ocean

Yield"), a subsidiary of Aker, in exchange for the

315,595,760 shares in FAR held by Ocean Yield. 4,470,910

shares were issued to the Farstad family and the related

companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest

AS in exchange for the 159,675,341 shares they held in FAR.

16,828,252 shares were issued to Hemen Holding Limited

("Hemen") in exchange for the 601,009,009 shares it held in

FAR, and 9,636,195 shares were issued to Hemen in exchange

for the 91,543,853 shares it held in DESSC.

Furthermore, in connection with the completion of the

Mergers, 16,000,000 new SOFF shares have today been issued

to Hemen in exchange for its cash contribution of NOK

200,000,000 to SOFF, and 20,000,000 new SOFF shares have at

the same time been issued to Aker by Aker's exercise of its

conversion rights under the convertible loan in the

principal amount of NOK 250,000,000 by set-off against the

principal amount of that loan, corresponding to NOK 12.50

per share issued to each of Hemen and Aker.

In total, the number of issued SOFF shares has increased by

202,845,478 from 88,686,821 to 291,532,299, each with a par

value of NOK 2. As a consequence, SOFF's share capital has

increased with NOK 405,690,956 from NOK 177,373,642 to NOK

583,064,598. SOFF's articles of association are amended in

accordance with the abovementioned.

Delivery of the new SOFF shares in VPS will take place on 26

June 2017.

First day of trading of the new SOFF shares will be 22 June

2017; however, since trading will begin before delivery of

the new shares in VPS, no account-to-account transactions

and no transactions with settlement prior to 26 June 2017

will be allowed in the new shares on the Oslo Stock Exchange

in this period.

As a result of the completion of the Mergers, Farstad

Shipping ASA and Deep Sea Supply Plc have been dissolved and

removed from listing on the Oslo Stock Exchange.

SOFF's 17,999,444 class B shares have been converted to

class A (ordinary) shares, and SOFF now has one single class

of shares. Aker's 1,688,050 class B shares accordingly are

now also of that single class.

SOFF has also as part of the completion of the Mergers

issued 1,052,631 warrants to Sagale Beteiligungsverwaltungs

GmbH ("Sagale") as replacement of the 10,000,000 warrants it

held in DESSC. Each warrant gives the right to subscribe for

one share in SOFF for a price of NOK 11.78 per share until

21 July 2019, after which the warrants will automatically

lapse without compensation to the holder.

Aker now holds 58,496,302 shares, representing 20.1 % of the

shares and votes in issue, and Ocean Yield holds 8,836,681

shares representing 3.0 % of the shares and votes in issue.

The aggregate holding of Aker and Ocean Yield is 67,332,983

shares, representing 23.1 % of the shares and votes in issue.

Hemen now holds 46,961,289 shares, representing 16.1 % of

the shares and votes in issue. In addition, Hemen is party

to Total Return Swap (TRS) agreements (originally entered

into with exposure to DESSC shares) with exposure to

4,496,842 shares in SOFF and with expiration date 26 June

2017 and exercise price NOK 9.979 per share.

Upon completion, the Solstad family, through its related

companies SOFF Invest AS and Ivan II AS, holds an unchanged

number of 21,066,965 shares, representing approximately 7.2

% of the shares and votes in issue.

On a consolidated basis, the Farstad family and the related

companies Tyrholm & Farstad AS and Tyrholm & Farstad Invest

AS together now hold a total of 4,470,910 shares,

representing 1.5 % of the shares and votes in issue.

None of Aker, Ocean Yield, Hemen, the Farstad family or the

Solstad family hold any rights to shares. None of the

percentages set forth above reflect the effect of the

potential exercise of the warrants issued to Sagale.

SOFF's board of directors now consists of Terje Vareberg

(Chairman), Toril Eidesvik, Ellen Solstad, Frank O. Reite,

Harald Thorstein, Sverre A Farstad and Merete Haugli.

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.