Rem/Solstad merger agreed at EGMCompany News // October 11, 2016
The merger of Solstad Offshore and Rem Offshore has been agreed at an EGM of the former.
Solstad said all of the proposals on the agenda were adopted, including approval of the merger of Rem with Solship Invest 1 AS, with Solship Invest 1 AS being the surviving entity, against issuance of consideration shares in Solstad Offshore.
The proposal for an extension of the conversion period through 1 October 2021 for the company’s convertible loan subscribed by Aker Capital on 31 August 2016 was also approved, as well as the issuance of warrants to Aker to subscribe for up to 20,000,000 shares with one vote each at NKr 12.50 per share as an alternative to conversion of the convertible loan and also exercisable through 1 October 2021.
Aker has, effective as of the passing of the resolutions in the extraordinary general meeting, subscribed to the extended loan/extension of the loan and to the warrants.
In addition, the extraordinary general meeting approved the issuance of a board authorisation to issue shares in connection with the contemplated repair offering of up to NKr 20 million directed towards shareholders in REM as per 10 October 2016 (excluding companies controlled by Åge Remøy), conditional upon completion of the merger.
The proposed change to the Board of Directors, effective upon completion of the merger, was also approved in accordance with the recommendation from the nomination committee. An EGM at Rem Offshore also approved the merger.