12.06.2024
Reminder of last day in the Subscription Period in Solstad Maritime Holding AS
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.
Skudeneshavn, June 12, 2024 – Reference is made to the stock exchange announcement published by Solstad Offshore ASA (“SOFF”) on 29 May 2024 regarding the publication of a prospectus by Solstad Maritime Holding AS (“SMH”) (the “Prospectus”), delivery of subscription rights and launch of the offering of 63,497,303 new shares (the “Offering”) in SMH.
The subscription period commenced 30 May 2024, at 09:00 CEST, and will end today, 12 June 2024, at 16:30 CEST (the “Subscription Period”).
Correctly completed subscription forms must be received by Pareto Securities AS (the “Manager”) or, in the case of online subscriptions through VPS, be registered by the expiry of the Subscription Period. Subscription rights that are not used to subscribe for offer shares in the Offering before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The subscription form is together with the Prospectus available on www.paretosec.com/transactions.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for shares on the Offering through the VPS online subscription system or by following the link on www.paretosec.com/transactions.
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. Investors that wish to make use of this possible offer will have to subscribe for shares in SMH in accordance with the terms of the Offering. Further details regarding this potential offer will be communicated on or about 13 June 2024.
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.