Oslo BÝrs fines Rem OffshoreCompany News // November 24, 2016
At a meeting on 16 November 2016, the Board of Directors of Oslo Børs resolved to impose a violation charge of NKr 493,800 on Rem Offshore for a breach of the requirement to treat shareholders on an equal basis.
The Board of Directors approved the following resolution: “For a breach of the requirement to treat shareholders on an equal basis pursuant to the continuing obligations, Section 2.1, a violation charge is imposed on Rem Offshore ASA in an amount equivalent to three times the company’s annual listing fee, i.e. NKr 493,800, cf the Stock Exchange Act, Section 31, and the Continuing obligations, Section 15.4.”
The board said Rem Offshore breached Section 2.1 of the continuing obligations of stock exchange listed companies, which addresses the equal treatment of shareholders, in connection with decisions taken by its board of directors and general meeting on i) a three-party merger with Solship Invest 1 AS, a subsidiary company of Solstad Offshore ASA, for which Rem shareholders will receive consideration in the form of shares in Solstad Offshore ASA, and ii) a financial restructuring prior to the merger.
The restructuring involved Rem shareholders being treated on a differential basis, including due to Åge Johan Remøy, who is a main shareholder in Rem, being given the opportunity to maintain a significant ownership stake in the company through a private placement with companies that he controls, whereas other existing shareholders will be subject to extensive dilution.
It was also agreed as part of the terms of the merger that for part of the consideration paid in for the private placement the main shareholder would receive A shares (ordinary Solstad shares) in connection with the merger, while other holders of shares in the company are only to receive B shares, which carry 1/10th of the voting rights of the A shares.
Following a thorough assessment of, inter alia, the circumstances surrounding the decisions taken by the company in connection with the financial restructuring and the merger, the specific design of the solutions adopted and the alternative courses of action open to the company, the nature and extent of the differential treatment that they are likely to result in for existing holders of shares in Rem, and the company’s case management in relation to the decisions in question, Oslo Børs concluded that there has been a breach of the prohibition against exposing shareholders to differential treatment that lacks a factual basis in the common interest of the company and the shareholders, as defined in Section 2.1 of Oslo Børs’ Continuing obligations of stock exchange listed companies, cf. Section 5-14 of the Securities Trading Act.