12.06.2024

Offering of shares in Solstad Maritime Holding AS successfully placed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG, SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, HONG KONG OR SOUTH AFRICA.

SMH is pleased to announce that the Offering has been successfully placed, raising gross proceeds of approx. NOK 750 million through the issuance of 63,497,303 new shares in SMH (the “Offer Shares”), each at a price of NOK 11.82 per share (the “Offer Price”).

SMH has received subscriptions and allocated 58,401,784 Offer Shares based on subscription rights exercised during the subscription period,  equal to approx. NOK 690 million. Aker Capital AS (“Aker”) had fully underwritten the Offering, and had undertaken to subscribe for any Offer Shares not allocated to others on the basis of the exercise of subscription rights issued in the Offering. On this basis, Aker has subscribed for 5,095,519 Offer Shares in the Offering. All applicants who have submitted a valid subscription on the basis of subscription rights have received an allocation.

Notifications of allocated Offer Shares and the corresponding amount to be paid by investors are expected to be communicated to investors on or about 13 June 2024. Investors who have access to investor services through their VPS account manager should be able to see how many Offer Shares they have been allocated from 12:00 (CEST) on or about 13 June 2024. Pareto Securities AS (the “Manager”) may also be contacted from 12:00 (CEST) for information regarding allocation, payment and delivery of the shares in the Offering.

Eligible investors are also reminded of SOFF’s stock exchange announcement on 4 June 2024 regarding a possible offering by Solstad Shipholding AS to buy SMH shares after completion of the Offering, directed towards eligible shareholders in SOFF who received 200 or less subscription rights in the Offering and exercised such subscription rights (in part or in whole) during the Offering subscription period. Further details will be communicated on or about 13 June 2024.

The payment for allocated Offer Shares falls due on or about 17 June 2024. Subject to timely payment of the subscription amount in the Offering, SMH expects that the share capital increase pertaining to the Offering will be registered with the Norwegian Register of Business Enterprises on or about 21 June 2024 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 24 June 2024, subject to satisfaction of the relevant subscribers’ payment obligation.

Following registration of the new share capital pertaining to the issuance of the Offer Shares in the Offering, SMH will have a share capital of NOK 93,071,711 divided into 465,358,555 shares, each with a par value of NOK 0.20. Following completion of the Offering, Aker Capital AS will own 195 450 849 shares in SMH, corresponding to an ownership interest of approx. 42%, AMSC ASA will own 90,442,601 shares in SMH, corresponding to an ownership interest of approx. 19,4% and Solstad Shipholding AS, a wholly owned subsidiary of SOFF, own 126,903,553 shares in SMH , corresponding to an ownership interest of approx. 27,3%. Solstad Shipholding AS’ ownership in SMH may further change as a result of the possible offering by Solstad Shipholding AS to buy SMH shares as described above. 

For further information, please contact:

Lars Peder Solstad CEO, at +47 91 31 85 85

Kjetil Ramstad CFO, at +47 90 75 94 89

Pareto Securities AS, at +47 22 87 87 50

Solstad Maritime Holding AS (www.solstad.com/solstad-maritime)

Important information:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of SMH. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. SMH does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The “Prospectus Regulation” means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures) in any Member State.

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

The issue, subscription or purchase of shares in SMH is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither SMH, SOFF, Aker Capital AS nor the Manager assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although SMH believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. SMH does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. SMH does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of SMH.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as implemented in any Member State.