Reference is made to the detailed stock exchange announcement on 24 March 2017 regarding the merger plans (the “Merger Plans”) signed by Solstad Offshore ASA (“Solstad Offshore” or the “Company”), Farstad Shipping ASA (“Farstad”), Deep Sea Supply Plc (“DESSC”) and Solstad Offshore’s relevant subsidiaries to merge the businesses of Solstad Offshore, Farstad and DESSC with Solstad Offshore’s relevant subsidiaries as the surviving entities (the “Mergers”). Further reference is made to the notice of extraordinary general meeting in Solstad Offshore ASA released on 24 March 2017.
The extraordinary general meeting in the Company has been held today. Please find the minutes from the meeting attached.
All proposals on the agenda were adopted, including (i) approval of the Merger Plans, (ii) the merger of the share classes in the Company to one class and the subsequent delisting of the class B shares, (iii) change of the Company’s name to Solstad Farstad ASA and (iv) the issuance of a board authorisation to issue shares in connection with the contemplated private placement of NOK 200 million directed towards Hemen Holding Limited. The completion of all resolutions is conditional upon completion of the Mergers. The proposed change to the Board of Directors, effective upon completion of the Mergers, was also approved in accordance with the recommendation from the nomination committee.
The extraordinary general meetings in DESSC, Solship Invest 2 AS, Solship Invest 3 AS and Solship Sub AS have also approved relevant parts of the Merger Plans today, and it is expected that the extraordinary general meeting of Farstad will do the same later today. It is expected that the Mergers will become effective on or about 9 June 2017 with delivery of consideration shares to the shareholders of Farstad and DESSC in VPS on or about 14 June 2017.