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Solstad Offshore ASA Prospectus 19 October 2020 with Appendices

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Solstad Offshore ASA Prospectus 19 October 2020 with Appendices PROSPECTUS SOLSTAD OFFSHORE ASA (a public limited liability company incorporated under the laws of Norway) Listing of between 46,837,645 and 48,074,688 Private Placement 1 Shares Listing of between 16,633,780 and 24,517,029 Private Placement 2 Shares Subsequent Offering and listing of between 1,093,854 and 1,336,973 Offer Shares at a Subscription Price of between NOK 2.80 and NOK 3.20 per Offer Share (all shares on a consolidated basis following a share consolidation whereby 1,000 shares have been consolidated into 1 share) This prospectus (the "Prospectus") relates to and has been prepared by Solstad Offshore ASA ("Solstad Offshore" or the "Company", and together with its consolidated subsidiaries, the "Group") in connection with: A. the listing (the "Listing") on Oslo Børs, a regulated marked operated by Oslo Børs ASA (the "Oslo Stock Exchange") of (i) between 46,837,645 and 48,074,688 new Shares, each with a par value of NOK 1, to be issued in a private placement towards certain secured lenders, bondholders and other stakeholders with payable claims against the Group in connection with the equitisation and conversion of up to NOK 9.7 billion in debt at a conversion price of between NOK 3.73 and NOK 4.30 per Share to be settled by conversion of approximately NOK 202 in debt per new Share (the "Private Placement 1"), and of (ii) between 16,633,780 and 24,517,029 new Shares, each with a par value of NOK 1, to be issued in a private placement towards Aker Capital AS ("Aker"), Hemen Holding Limited ("Hemen"), Jarsteinen AS, a company controlled by Lars Peder Solstad with family ("Jarsteinen"), and Espedal & Co AS, a company controlled by the chairman of the Board of Directors ("Espedal"), at subscription prices of between NOK 2.60 and NOK 3.30 per Share (the "Private Placement 2" and together with the Private Placement 1, the "Private Placements"), and B. a subsequent offering (the "Subsequent Offering") and listing on the Oslo Stock Exchange of between 1,093,854 and 1,336,973 new offer shares in the Company, each with a par value of NOK 1 (the "Offer Shares") at a subscription price of between NOK 2.80 and NOK 3.20 per Offer Share (the "Subscription Price"). The issuance of the Shares in the Private Placements (collectively, the "Private Placement Shares") are proposed to be resolved by the Company's extraordinary general meeting on 20 October 2020 (the "EGM"), subject to the final decision by the Board of Directors based on the level of subscription in the Private Placements. The Company's shareholders as at the end of 20 October 2020, as documented by the shareholder register in the Norwegian Central Securities Depository (the "VPS") as of 22 October 2020 (T+2) (the "Record Date"), who are not resident in a jurisdiction where the Subsequent Offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action, and who do not participate in the Private Placements will be granted non-transferable subscription rights (the "Subscription Rights") to subscribe for and be allocated Offer Shares in the Subsequent Offering based on their shareholding as of that date ("Eligible Shareholders"). Each Eligible Shareholder will be granted between 5.19226278 and 8.33103381 Subscription Rights for each Share registered as held by such Eligible Shareholder as of the Record Date, on a consolidated basis, rounded down to 0 or to the nearest whole Subscription Right, as per the final decision by the Board. Each Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscription is allowed for Eligible Shareholders. Subscription without Subscription Rights will not be allowed. The Subscription Rights are non- transferable. Subscription Rights not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. The subscription period for the Subsequent Offering commences on 26 October 2020 at 09:00 CET and expires on 9 November 2020 at 16:30 CET (the "Subscription Period"). The Company is not taking any action to permit a public offering of the Subscription Rights or the Offer Shares in any jurisdiction outside Norway. The Offer Shares are being offered only in those jurisdictions in which, and only to those persons to whom, offers of the Offer Shares (pursuant to the exercise of Subscription Rights or otherwise) may lawfully be made. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under applicable securities laws of any state of the United States and are being offered and sold in the United States only to qualified institutional buyers ("QIBs"), as defined in, and in reliance on, Rule 144A under the U.S. Securities Act. Prospective investors that are QIBs are hereby notified that the sellers of the securities referred to herein may be relying on the exemption from registration provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. Outside the United States, the securities referred to herein are being sold in reliance on Regulation S under the U.S. Securities Act. For more information regarding restrictions in relation to the Subsequent Offering pursuant to this Prospectus, please see Section 13 "Selling and Transfer Restrictions". Investing in the Company involves a high degree of risk. Prospective investors should read the entire Prospectus and, in particular, consider Section 2 "Risk factors" beginning on page 16 when considering an investment in the Company. Sole manager 19 October 2020 IMPORTANT INFORMATION This Prospectus is prepared solely in connection with the Listing and the Subsequent Offering, and in order to provide information about the Group and its business. For definitions of certain terms used throughout this Prospectus, see Section 16 "Definitions and Glossary of Terms". This Prospectus is prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the "Norwegian Securities Trading Act") and related secondary legislation, including the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as implemented in Norway (the "EU Prospectus Regulation"). This Prospectus has been prepared solely in the English language. The Company has engaged Arctic Securities AS as manager for the Private Placements and the Subsequent Offering (the "Manager"). The information contained herein is as of the date of this Prospectus and subject to change, completion and amendment without notice. In accordance with Article 23 of the EU Prospectus Regulation, every significant new factor, material mistake or material inaccuracy relating to the information included in this Prospectus which may affect the assessment of the Shares and which arises or is noted between the date of this Prospectus and before the Listing, will be presented in a supplement to this Prospectus. The publication of this Prospectus shall not create any implication that there has been no change in the Group's affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. No person is authorised to give information or to make any representation concerning the Group or in connection with the Listing of the Private Placement Shares or the offering or listing of the Offer Shares, other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by the Company or by any of its affiliates, representatives or advisers. No action has been or will be taken in any jurisdiction other than Norway by the Company that would permit the possession or distribution of this Prospectus, any documents relating thereto, or any amendment or supplement thereto, in any country or jurisdiction where this is unlawful or specific action for such purpose is required. The distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus may come are required by the Company to inform themselves about and to observe such restrictions. Neither the Company or the Manager shall be responsible or liable for any violation of such restrictions by prospective investors. The restrictions and limitations listed and described herein are not exhaustive, and other restrictions and limitations in relation to this Prospectus that are not known or identified at the date of this Prospectus may apply in various jurisdictions. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its content is prohibited. In making an investment decision, prospective investors must rely on their own examination, analysis of, and enquiry into the Group, including the merits and risks involved. The Company and its representatives and advisors are not making any representation to any purchaser of the Shares regarding the legality of an investment in the Shares by such offeree or purchaser under the laws applicable to such offer or purchaser. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares or the use of the Subscription Rights to subscribe for Offer Shares. This Prospectus and the terms and conditions of the Private Placements and the Subsequent Offering as set out herein are governed by and construed in accordance with Norwegian law.
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