Offer Document. Mandatory offer to acquire the Shares in. Rem Offshore ASA. not already owned by. Solstad Rederi AS

Transkript

1 Offer Document Mandatory offer to acquire the Shares in Rem Offshore ASA not already owned by Solstad Rederi AS Offer price per share NOK 50 per Share Acceptance Period From and including 25 April 2007 to and including 23 May 2007 Managed by 24 April 2007

2 IMPORTANT NOTICE This offer document has been prepared by Solstad Rederi AS ( Solstad Rederi ) in order to document the terms of its mandatory offer for the shares in Rem Offshore ASA not already owned by Solstad Rederi pursuant to the requirements of the Norwegian Securities Trading Act (the Offer ). Shareholders in Rem Offshore ASA must rely upon their own examination of this offer document and should thus study it carefully so that a balanced judgment can be made of the Offer and the information that is discussed and described herein. When considering what actions to take, shareholders in Rem Offshore ASA are urged to seek the advice of financial and legal advisors. The issue and distribution of this offer document does not imply that the information included herein will continue to be correct and complete at any date subsequent to the date hereof. With the exception of Solstad Rederi and persons authorised by Solstad Rederi, no person or entity is entitled or authorised to provide any information or make any representations in connection with the Offer. If such information or representation is provided or made by any other subject than Solstad Rederi or persons authorised by Solstad Rederi, such information or representation should not be relied upon as having been provided or made by or on behalf of Solstad Rederi. This offer document will be distributed to the shareholders registered in Rem Offshore ASA s shareholder registry on 18 April 2007 and will also be available, free of charge at the offices of Pareto Securities ASA at the below addresses: Pareto Securities ASA Dronning Mauds gate 3 P.O. Box 1411 Vika 0115 Oslo Norway Telephone: Telefax: Financial Advisors Pareto Securities ASA ia acting as financial advisor to Solstad Rederi in connection with the Offer. Pareto Securities ASA is acting for no one else in their respect and will not be responsible to any subject other than Solstad Rederi for providing (i) the protections normally granted to their customers or (ii) advice in relation to the Offer. No fairness opinion has been prepared in connection with the Offer. i

3 Restrictions General The distribution of this document or any separate summary documentation regarding the offer contained herein (the Offer ), and the making of the Offer may, in certain jurisdictions, be restricted by law. Therefore, persons obtaining this document or into whose possession this document otherwise comes, are required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Solstad Rederi AS and Pareto Securities ASA do not accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. This document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an acceptance form sent from such a country may be disregarded as non-binding on Solstad Rederi AS. This document does not represent an offer to acquire or obtain securities other than the shares in Rem Offshore ASA that are subject to the Offer. The Offer and this document are governed by Norwegian law. United States of America This Mandatory Offer may be made to certain U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) in reliance on an exemption from certain of the U.S. rules governing tender offers provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act ). The Mandatory Offer is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies. It may be difficult for U.S. shareholders to enforce their rights and any claim that they may have arising under the U.S. federal securities laws, since the Offeror is not resident in the United States. U.S. shareholders may not be able to sue a Norwegian or Bermudan company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to enforce against a non-us Offeror a U.S. court s judgment. As used herein, "the United States" or "the US" means the United States of America, its territories and possessions, any state of the United States of America, and the District of Columbia. Canada Neither this document nor any copy of it may be taken or transmitted into Canada or distributed or redistributed in Canada or to any individual outside Canada who is a resident of Canada, except in compliance with applicable rules. Japan Neither this document nor any copy of it may be taken or transmitted into Japan or distributed or redistributed in Japan for the purpose of solicitating an acceptance of the Offer to any resident of Japan. Australia The Offer is not being made directly or indirectly in or into and may not be accepted in or from Australia. Accordingly, if any copies of this document (and any accompanying documents) are mailed or otherwise distributed or sent in or into Australia, that action does not constitute an offer, and any purported acceptance by or on behalf of an Australian resident on the basis thereof will be invalid. No document reflecting the Offer has been or will be lodged with the Australian Securities & Investments Commission ( ASIC ) and ASIC has not approved the Offer in Australia. ii

4 Table of contents 1 Responsibility statements Definitions and glossary of terms The Offer Background for the Offer The Offer Price Statement from the Board of Directors of Rem Offshore Short presentation of Solstad Rederi Short presentation of Rem Offshore Tax Consequences Legal Issues Norsk Sammendrag ( Norwegian Summary )...24 Appendices Appendix 1 Acceptance Form (English and Norwegian)... A 1 This document has been produced in the English language only. A summary in Norwegian is included in Section 11, titled Norsk Sammendrag ( Norwegian Summary ) for information purposes only. The English language version is the legally binding version and shall prevail in case of any discrepancies between the text and the Norwegian summary. 1

5 1 Responsibility statements 1.1 Solstad Rederi AS This document has been prepared by the board of Solstad Rederi AS in order to provide the shareholders of Rem Offshore ASA with the terms and condition for Solstad Rederi AS s mandatory offer for all of the shares in Rem Offshore ASA pursuant to the requirements of the Norwegian Securities Trading Act. As per 24 April 2007, Solstad Rederi AS and related parties (as defined in the Norwegian Securities Trading Act section 4-5) own 16,304,515 Shares in Rem Offshore ASA, representing a total of 41.6% of Rem Offshore ASA s issued shares and 41.6% of the voting rights in Rem Offshore ASA s general meeting (for information concerning such related parties, please see section 8.3 of the Offer). Skudeneshavn, 24 April 2007 Solstad Rederi AS Johannes Solstad Chairman Lars Peder Solstad Sven Stakkestad 1.2 Financial advisor to Solstad Rederi AS Pareto Securities ASA has assisted the board of Solstad Rederi AS in preparing this document. The information regarding Rem Offshore ASA and Solstad Rederi AS in this document is based on material available in the public domain. Pareto Securities ASA do not provide any guarantees nor do we accept any responsibility in any way whatsoever with respect to the accuracy or completeness of the information set out in this document. Pareto Securities ASA holds 378 Shares and its employees hold 0 Shares in Rem Offshore ASA as of this date. Oslo, 24 April 2007 Pareto Securities ASA 1.3 Legal advisor Wiersholm Advokatfirma AS has acted as Norwegian legal adviser to Solstad Rederi AS in connection with the offer described in this document. The terms of the offer as set out herein complies, in our opinion, with the formal requirements to mandatory offers pursuant to chapter 4 of the Norwegian Securities Trading Act. We have also reviewed Section 9 of this document describing the tax consequences of the offer made by Solstad Rederi AS. The content thereof is, in our opinion, reflecting current Norwegian law. Our opinion as aforesaid is strictly limited to matters governed by Norwegian law. We express no opinion in relation to the description of commercial, financial or accounting issues in this document. Oslo, 24 April 2007 Wiersholm, Mellbye & Bech advokatfirma AS 2

6 2 Definitions and glossary of terms The following terms shall, when used in this document, have the following meaning: Acceptance... Acceptance Form... Acceptance Period... Acceptant... CET... Share(s)... Financial Advisor... NOK... Offer... Offer Document... Offer Price... Oslo Børs... Pareto Securities... Rem Offshore... Rem Offshore Shareholders... Rem Offshore Shares... Receiving Agent... Solstad Rederi... Solstad Offshore... Solstad Offshore Group:... Settlement Date... VPS... The acceptance of the Offer by a Rem Offshore Shareholder. The form to be used by Rem Offshore Shareholders when accepting the Offer, such form is enclosed hereto as Appendix 1. The period during which Rem Offshore Shareholders may accept the Offer, such period running from and including 25 April 2007 to and including 23 May 2007 at 22:00 CET. A Rem Offshore Shareholder who accepts the Offer. Central European Time A share issued by Rem Offshore, such share having a par value of NOK 1 and carrying one vote in Rem Offshore s general meeting. Pareto Securities. Norwegian Kroner, the lawful currency of Norway. The offer made by Solstad Rederi to purchase all the shares in Rem Offshore not already owned by Solstad Rederi at the Offer Price and otherwise on the terms set forth herein. This document. NOK 50 per Share, payable in cash. Oslo Børs ASA. Pareto Securities ASA. Rem Offshore ASA. Such persons and entities other than Solstad Rederi as are registered in the shareholder register of Rem Offshore in the VPS as of 18 April All Shares. Pareto Securities. Solstad Rederi AS. Solstad Offshore ASA. Solstad Offshore ASA included all subsidiaries. The date on which the cash consideration for the Rem Offshore Shares is being transferred to each Acceptant s bank account, being approximately 7 days after the last day of the Acceptance Period. The Norwegian Central Securities Depository ( Verdipapirsentralen ). 3

7 3 The Offer The Offer Document contains the terms and conditions upon and subject to which Solstad Rederi offers to acquire all Rem Offshore Shares not already owned by Solstad Rederi. The Offer is made to all Rem Offshore Shareholders, either through the Offer Document, and has been sent to those of these with addresses appearing in the shareholder register of Rem Offshore in the VPS as of 18 April Rem Offshore Shareholders residing in jurisdictions where the Offer Document may not be lawfully distributed have been excluded from the distribution thereof. 3.1 Introduction On 4 April 2007, Solstad Rederi announced that it had purchased 13,336,915 shares in Rem Offshore at an average price of NOK per share. This purchase of shares represents an ownership of 36.6%. Solstad Rederi announced, on 4 April 2007, that it intended to make a mandatory offer to purchase the Shares at a price of NOK 50 per Share. As per the date hereof, Solstad Rederi and related parties (as defined in the Norwegian Securities Trading Act section 4-5) owns 16,304,515 Shares constituting 41.6% of the share capital and 41.6% of the votes in Rem Offshore s general meeting (for information concerning such related parties, please see section 8.3 of the Offer). The Offer covers the 22,868,136 Shares not already owned by Solstad Rederi and related parties (as defined in the Norwegian Securities Trading Act section 4-5). 3.2 The Offeror The Offer is made by Solstad Rederi AS, a wholly owned subsidiary of Solstad Offshore ASA, Nesaveien 39, P. O. Box 13, N-4297 Skudeneshavn, Norway. Solstad Offshore ASA, the parent company of Solstad Rederi is a public limited liability company incorporated under the laws of Norway. Solstad Rederi is a limited liability company with official registration number Solstad Offshore is listed on Oslo Børs under the ticker code SOFF. Solstad Offshore s shares are registered with International Securities Identification Number (ISIN) NO Target company The target company is Rem Offshore ASA, Holmefjordveien 6, 6090 Fosnavåg, Norway. Rem Offshore has official organisation number NO and is a public limited liability company incorporated under the laws of Norway. The principal trading market for the shares in Rem Offshore is Oslo Børs where the Shares have been listed since 30 March 2007 under the ticker symbol REM. The Shares are registered in the VPS under International Securities Identification Numbers (ISIN) NO Offer Price Shareholders accepting the Offer will receive a consideration of NOK 50 per Share payable in cash in accordance with the terms and conditions set forth herein. Any dividend or other payment on the Rem Offshore Shares paid out prior to the end of the Acceptance Period shall reduce the Offer Price accordingly. The Offer Price values Rem Offshore to NOK 1.9 billion. Section 5 herein, titled The Offer Price, describes the Offer Price in more detail. 3.5 Acceptance Period The Acceptance Period shall commence on and include 25 April 2007 and continue to and include 23 May 2007 at CET. The Company may extend the Acceptance Period with maximum 2 weeks at its own 4

8 discretion. Such extension will be announced through Oslo Børs information system on 23 May 2007 at the latest. 3.6 Acceptance of the Offer In order for a Rem Offshore Shareholder to accept the Offer, the Acceptance Form must be correctly filled out, signed and delivered to the Receiving Agent together with any supplementary documents. Information on individual shareholdings and certain other matters relating to each Rem Offshore Shareholder has already been included in the Acceptance Form. The Acceptance Form also contains information on the settlement of the Offer Price. A Rem Offshore Shareholder may only obtain the settlement described in section 3.7 below by complying with the above. It is the Acceptant s responsibility to correctly fill out the Acceptance Form and deliver it to the Receiving Agent before 22:00 CET on 23 May The Acceptance Form must be received by the Receiving Agent at the address below by means of post, delivery or telefax: Pareto Securities ASA Dronning Mauds gate 3 P.O. Box 1411 Vika 0115 Oslo Norway Telephone: Telefax: Solstad Rederi has the right, but no obligation, to reject any incorrectly completed or late delivered Acceptance Forms. Rem Offshore Shareholders whose Rem Offshore Shares are split between several VPS accounts will receive a separate Acceptance Form for each such account and are required to submit separate Acceptance Forms for each such account. ANY REM OFFSHORE SHAREHOLDER WHOSE REM OFFSHORE SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE MUST CONTACT SUCH PERSON IF SUCH REM OFFSHORE SHAREHOLDER WISHES TO ACCEPT THE OFFER. IN ORDER FOR A REM OFFSHORE SHAREHOLDER TO VALIDLY ACCEPT THE OFFER, THE ACCEPTANCE FORM MUST BE SIGNED BY SUCH REM OFFSHORE SHAREHOLDER OR HIS AUTHORISED ATTORNEY. All Rem Offshore Shares to be sold by an Acceptant under the Offer must be transferred to Solstad Rederi free of any encumbrances or other third-party rights whatsoever and with all shareholder rights attached to them. Any third party with registered encumbrances or other third-party rights over the relevant VPSaccount(s) must sign the Acceptance Form and thereby waive its rights to the Rem Offshore Shares recorded thereon and approve the transfer of such shares to Solstad Rederi, free of any encumbrances. Furthermore, Pareto is given irrevocable authorisation to block the shares tendered hereunder in favor of Pareto on behalf of Solstad Rederi. The Acceptance will be irrevocable and cannot be withdrawn after having been received by the Receiving Agent. If an Acceptant wishes to accept the Offer for less than all of the Rem Offshore Shares registered on the Acceptant s VPS account, such Acceptant must fill out item 2 in the Acceptance Form. A Rem Offshore Shareholder is, by returning the Acceptance Form to the Receiving Agents, bound to accept the cash consideration offered in the Offer on the terms and conditions set forth herein and in the Acceptance Form. 5

9 3.7 Settlement Settlement of Acceptances received before 22:00 CET on 23 May 2007 will be made in the form of cash and will be made by way of transfer to the shareholders bank account. If the bank account no. is not filled in, settlement will be made to the bank account registered on the VPS account for dividend payment. Settlement will be available on each Acceptant s bank account on or about 25 May Solstad Rederi will pay each Acceptant s costs directly related to VPS transactions in connection with the acceptance. 3.8 Financing of the Offer Solstad Rederi will finance the purchase of the Rem Offshore Shares under the Offer through its available cash and committed bank loans. 3.9 Bank guarantee Solstad Rederi has, as required by Norwegian law, established a bank guarantee covering its obligation to pay for the Rem Offshore Shares to be purchased pursuant to the Offer. Security for rightful payment has been provided in the form of the following guarantee from DnB NOR Bank ASA. See Appendix Costs Solstad Rederi will pay all commissions and costs directly related to any VPS transaction required to complete the purchase of the Rem Offshore Shares under the Offer. Rem Offshore Shareholders accepting the Offer will not incur any brokerage fees or other costs directly related to VPS transactions in connection with their possible acceptance of the Offer. Any tax consequences or costs incurred by Rem Offshore Shareholders for financial or legal advice or any other costs incurred by them in connection with the Offer will, on the other hand, not be paid by Solstad Rederi Conditions to the Offer There are no conditions to the Offer Announcements and amendments to the Offer Announcements issued by or on behalf of Solstad Rederi regarding the Offer and/or the Offer Document will be deemed to have been made once they have been received by Oslo Børs and distributed through its electronic information system. Solstad Rederi will have no obligation to publish, advertise or otherwise communicate any such announcement through other means Tax Rem Offshore Shareholders accepting the Offer will be responsible for their individual tax liability arising as a result thereof and any costs incurred in obtaining advice on this matter Consequences for Rem Offshore s employees, board and management The completion of the Offer will not have any significant legal, economic, commercial or work-related consequences for the employees in Rem Offshore. No members of the board or the executive management in Rem Offshore will receive special favourable terms or advantages in connection with the Offer Acquisition of Rem Offshore Shares Solstad Rederi reserves the right to acquire Rem Offshore Shares outside the Offer both during and after the Acceptance Period, provided such transactions comply with Norwegian and other applicable law. 6

10 3.16 Compulsory Acquisition of Rem Offshore Shares If, as a result of the Offer, Solstad Rederi becomes the owner of Rem Offshore Shares representing more than 90% of the total number of shares issued by Rem Offshore and Rem Offshore Shares representing more than 90% of the voting rights in Rem Offshore s general meeting, Solstad Rederi will have the right (and each remaining Rem Offshore Shareholder will have the right to require Solstad Rederi) to commence a compulsory acquisition for cash of the Rem Offshore Shares not owned by Solstad Rederi pursuant to section 4-25 of the Norwegian Public Limited Companies Act. The price to be paid in such compulsory acquisition, will, in the absence of an agreement between Solstad Rederi and the remaining Rem Offshore Shareholders, be determined in accordance with section 4-25, second and third paragraph of the Norwegian Public Limited Companies Act. According to such provisions, Solstad Rederi shall first offer the remaining Rem Offshore Shareholders a price at which it is willing to purchase Rem Offshore Shares. If Solstad Rederi presents the offer in writing to all of the remaining Rem Offshore Shareholders with a known address, and the offer is announced in the Norwegian Register of Business Enterprises electronic information system and in a newspaper generally read at Rem Offshore s place of business, Solstad Rederi may set a time limit for each Rem Offshore Shareholder to contest or refuse the offer. Rem Offshore Shareholders who have not contested such offer within the expiration of such time limit are deemed to have accepted such offer. The price to be paid to those Rem Offshore Shareholders who do not accept such offer will be determined by a Norwegian court. The Norwegian court will have full discretion with respect to evaluating the price to be paid for such Rem Offshore Shares as of the commencement of the compulsory acquisition. The consideration paid by Solstad Rederi and accepted by the Acceptants pursuant to the Offer is likely to be among the factors considered by such court Delisting of Rem Offshore Shares If Solstad Rederi no longer considers the listing of the Rem Offshore Shares on Oslo Børs appropriate, Solstad Rederi may propose to the general meeting of Rem Offshore that Rem Offshore shall apply for the delisting of its shares to Oslo Børs. Such proposal requires the approval of a 2/3 majority of the Rem Offshore Shares represented in Rem Offshore s general meeting to be adopted. Any such delisting is to be decided by Oslo Børs in accordance with the Norwegian Stock Exchange Regulations. The board of directors of Oslo Børs may also decide, at its own initiative, to have the Rem Offshore Shares delisted at Oslo Børs. Solstad Rederi intents to apply for a delisting of the Rem Offshore Shares from Oslo Børs in the event Solstad Rederi acquires more than 90% of the Rem Offshore Shares Jurisdiction and choice of law The Offer is subject to Norwegian law. Any dispute arising out of or in connection with the Offer or the Offer Document shall be subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as the agreed venue Miscellaneous Confirmation of receipt of Acceptance Forms or other documents will not be issued by or on behalf of Solstad Rederi. The Offer Document will be sent to all Rem Offshore Shareholders registered in Rem Offshore s shareholder register in the VPS on 18 April 2007 using the addresses held on file at VPS, except for Rem Offshore Shareholders in jurisdictions where this Offer Document may not lawfully be distributed. 7

11 Further information on the Offer is available from: Pareto Securities ASA Dronning Mauds gate 3 P.O. Box 1411 Vika 0115 Oslo Norway Telephone: Telefax: The Offer Document does not contain any statement by the board of Rem Offshore regarding the Offer. Pursuant to the Norwegian Securities Trading Act, section 4-16, the board of Rem Offshore shall issue a statement which shall include information on the employee s views and other factors of significance for assessing whether the shareholders should accept the Offer. The statement shall be made available no later than one week prior to the expiry of the Acceptance Period. The statement is expected to be announced in such a manner as described under section 3.12 above. 8

12 4 Background for the Offer The Solstad Offshore Group (where Solstad Rederi AS is a 100% owned daughter company) today controls a fleet of 46 vessels including 11 newbuildings. Starting in 1973, Solstad Offshore was one of the pioneers as owner and operator of offshore service vessels in the North Sea. Since listing of Solstad Offshore ASA in 1997, the company has invested heavily in big anchorhandlers (AHTS) and construction service vessels (CSV). The Solstad Offshore Group believe that the size of a combined fleet with Rem Offshore ASA will create a strong platform for serving the market and the Group s main customers world wide and will be an important step in consolidating the offshore service industry. With the long experience in operating advanced modern vessels and the staff s marked knowledge and maritime expertise, Solstad Offshore is well positioned to own and manage the combined fleet. The purpose of the mandatory offer, provided more than 90% of the shareholders in Rem Offshore accept the offer, is to integrate the company in the Solstad Offshore Group. The management company and the different shipowning companies in Rem Offshore will then be consolidated into the Solstad Group. All employees, both onshore and at sea, will be offered positions in the Solstad Group. If not reaching the 90% shareholding the intention is to discuss the company s future organisation with the remaining shareholders to reach a satisfactory solution for both the shareholders and the employees of both companies. 9

13 5 The Offer Price 5.1 The price offered The Offer Price is NOK 50 for each Share with settlement in cash. The Offer Price values Rem Offshore s equity to NOK 1.9 billion. Prior to the opening of Oslo Børs on 4 April 2007, Solstad Rederi announced its intention to make mandatory offer for all of the outstanding Rem Offshore Shares. The price offered was NOK 50 per Share. Prior to the mandatory offer, Solstad Rederi now controls a total of 16,304,515 Shares constituting 41.6% of the share capital and 41.6% of the votes in Rem Offshore. The closing price for the Shares was NOK 51 on 23 April 2007, two days prior to the launch of the mandatory offer. The Offer Price constitutes a premium of -1.9% for the Shares compared to the closing price two days prior to the launch of the mandatory offer. 5.2 Share price development for Rem Offshore (closing price) The graph below shows the development in the trading price (closing price) and the traded volume for the Shares on Oslo Børs in the period from and including 30 March 2007 to and including 23 April 2007: Source: Oslo Børs 10

14 6 Statement from the Board of Directors of Rem Offshore The Offer Document does not contain any statement by the board of Rem Offshore regarding the Offer. Pursuant to the Norwegian Securities Trading Act, section 4-16, the board of Rem Offshore shall issue a statement which shall include information on the employee s views and other factors of significance for assessing whether the shareholders should accept the Offer. The statement shall be made available no later than one week prior to the expiry of the Acceptance Period. The statement is expected to be announced in such a manner as described under section 3.12 above. Solstad Rederi has had one meeting with the CEO and the chairman of the board of directors of Rem Offshore prior to this mandatory offer. The intention of the meeting was to inform them that Solstad Rederi had the intention to put forward an offer to all shareholders in Rem Offshore. Solstad Rederi has been contacted by the nomination committee in Rem Offshore regarding the board of directors in the company. 11

15 7 Short presentation of Solstad Rederi The following section contains a brief presentation of the Solstad Offshore Group, Solstad Rederi and its operations. Solstad Rederi is a ship owning company and a wholly owned subsidiary of Solstad Offshore. For a more detailed description of the Solstad Offshore Group, please refer to Solstad Offshore s homepage: Information may also be obtained through the quarterly reports. 7.1 Company/Group information Solstad Shipping AS was established in 1964 by Captain Johannes Solstad. The company's head office and home port are still located in Skudeneshavn. During the company's first decade in business, it acquired and operated 14 dry cargo vessels (liner type) and also took delivery of three semi-container new builds. These vessels varied in size from 8,000 dwt to 14,000 dwt. In 1973, the Company's offshore activities began when four supply vessels were ordered from a Dutch Shipyard and by 1976 the Company operated nine supply vessels of various types. Most of them were coowned with other Haugesund Shipping Companies and all were built at the same Dutch shipyard (Pattje). From 1974 to 1982 the Company owned and operated a combined fleet of both offshore and dry cargo vessels and had ordered several new builds. Two AHTS vessels and three AHT vessels were built in New Foundland and four semi-container vessels were built in Rostock in East Germany. However, Solstad s last dry cargo vessel was sold in 1982 and in the following eight years, the Company only owned and operated offshore supply vessels. In October 1997, the company was listed on the Oslo Børs under the name Solstad Offshore ASA. The Solstad Offshore Group today controls a fleet of 46 vessels, including 11 newbuilds (5 in Norway and 6 through Nor Offshore Pte Ltd in Singapore). Solstad Rederi is a shipowning company wholly owned by Solstad Offshore. Solstad Shipping AS, also a wholly owned company of Solstad Offshore, is responsible for management and marketing. A total of 30 of the Groups vessels are operated from offices in Skudeneshavn and Aberdeen. The remaining fleet (5 vessels and 6 newbuilds) are operated and administrated by Nor Offshore Pte Ltd in Singapore. At present, the vessels operate world-wide with approximately half of them working outside the North Sea. The Solstad Offshore group currently has over 830 employees, of which 672 are Norwegian seafarers. In addition to its head office in Skudeneshavn, Solstad has divisional offices in Aberdeen and Singapore. 7.2 Asset base Solstad Rederi fleet of vessels consist of the following 25 fully/jointly owned vessels, including 4 new builds: Built Share Built Share Vessel Name year % Vessel Name year % Construction Service Vessels (CSV) Smaller Anchorhandling Vessels (AHTS) Normand TBN % Normand Mjolne % TBN Normand Seven % Normand Draupne % Normand Flower % Normand Jarl % Normand Mermaid % Normand Titan % Normand Tonjer % Normand Drott % Normand Trym % Large Anchorhandling Vessels (AHTS) Normand Prosper % Normand TBN % Normand Hunter % Normand TBN % Normand Ranger % Normand Master % Normand Mariner % Normand Ivan % Platform Supply Vessels (PSV) Normand Borg % Normand Flipper % Normand Atlantic % Normand Vester % Normand Neptun % Normand Carrier % - The vessels Normand Mermaid, Normand Master and Normand Mariner is owned through the wholly owned subsidiary Solida AS/KS. 12

16 - Solstad Rederi AS holds a 30% ownership share in the vessels Normand Trym and Normand Titan through Trym Titan AS/KS. - Solstad Rederi has entered into agreements for sale of the vessels Normand Hunter, Normand Ranger and Normand Prosper. 7.3 Shareholder information Solstad Rederi s share capital is, at the date hereof, NOK 6,015,000. Solstad Rederi has issued 60,150 shares, all fully paid, each with a nominal value of NOK 100. Solstad Rederi AS is a wholly owned subsidiary of Solstad Offshore ASA. As of 23 April 2007, Solstad Offshore ASA has a total of 2,073 shareholders, of which 1,979 were Norwegian, and 94 were non-norwegian, as appeared in the VPS. There are no restrictions on foreign ownership of Solstad Offshore s shares. The parent company Solstad Offshore has been listed on Oslo Børs since 23 October The graph below shows the development in the trading price (closing price) and the traded volume for Solstad Offshore s shares on Oslo Børs in the period from its listing on 23 October 1997 to 23 April 2007: 200 SOLSTAD OFFSHORE - PRICE AND VOLUME 23/4/ 'S 'S Source: DATASTREAM Source: Datastream 13

17 8 Short presentation of Rem Offshore This section contains a brief presentation of Rem Offshore and its operations. The information has been derived from publicly available information. Solstad Rederi does not accept any liability for the accuracy or completeness of the information regarding Rem Offshore and its subsidiaries set forth herein. 8.1 Company information Rem Offshore was incorporated in Norway on 2 January 2006 as a private limited company under the name Rem Offshore Holding AS. On 12 January 2007, the Company decided to convert to a public limited company and change its name to Rem Offshore ASA. The conversion took place on 28 February. The Company s business address is Holmefjordveien 6, 6090 Fosnavåg, Norway. Its registry number with the Norwegian Register of Business Enterprises is Rem Offshore ASA is the ultimate parent company of the Rem Offshore Group. Rem Offshore owns all the shares in the subsidiaries Rem Ship AS, Rem Marine Shipping AS and Rem Maritime AS. Furthermore, the Company controls 30 % of the silent partnership Rem Norway DIS and has entered into an agreement to purchase the remaining 70 % for a total consideration of NOK 46.2 million. 8.2 Business overview The Rem Group started as a fishing and fleet management company in Since 1998, the business of the Group has been ship owning activities related to offshore services. The Group offers services in seismic, platform supply (PSV), relocation (AHTS) of floating and fixed oil platforms and installations, and services related to remote subsea operations (ROV). The Rem Group currently owns and operates a fleet of 6 modern vessels; 2 PSVs, 2 ROV/subsea construction vessels, 1 AHTS and 1 seismic ship. Another 5 PSVs, 2 AHTS vessels and 3 ROV/subsea construction vessels will be delivered before the end of January This portfolio of modern offshore supply vessels will enable the Company to meet the expected growing demand for these vessels in the next 2-5 years. The vessels are registered in the Norwegian International Ship Register. Rem s headquarters are located in Fosnavåg, south west of Ålesund in Norway. Currently, the Group employs some 154 persons Offhsore vessel fleet Rem owns and operates 6 modern vessels; 1 seismic ship, 2 PSVs, 2 ROV/subsea construction vessels and 1 AHTS vessel. The Company has a newbuilding program of 10 vessels; 5 PSVs, 3 ROV/subsea construction vessels and 2 AHTS vessels, to be delivered in The current fleet and the newbuilding program are described below. 1 2 of the PSVs are ordered through the 30 % owned company Rem Norway DIS. On 7 March 2007, Rem Offshore entered into an agreement to purchase the remaining 70 %. 14

18 8.2.2 Vessels in operations Rem Angler Rem Fortune Rem Supplier Rem Commander Type: Seismic conversion DWT: 1585 tonnes Classification: DNV + 1A1 Ice 1C, E0, DynPos AUTR, Heldk. Yard: Flekkefjord Slipp AS Delivered: 1998 Contract price: NOK 174 million Owner: Rem Ship AS Contract: On contract with Electromagnetic Geoservices AS (EMGS) until 8 April 2008 with a 12 months option Type: PSV Design: MT 6000 Mk.II DWT: 4700 tonnes Cargo deck area: 941 m 2 Classification: DNV +1A1, E0, SF, Supply Vessel Basic, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,0/2,8), LFL*, Oil Rec, NAUT OSV Yard: Kleven Verft AS Delivered: Contract price: NOK million Owner: Rem Ship AS Contract: Spot contract with ADTI until 15 May 2007 Type: PSV Design: UT 755 LN DWT: 3350 tonnes Cargo deck area: 680 m 2 Classification: DNV + 1A1, E0, SF, DK(+), HL( 2,5)- DYNPOS AUT Yard: Brattvaag Skipsverft Delivered: Contract price: NOK 125 million Owner: Rem Ship AS Contract: Operates in the spot market for ADTI until August 2007 with 8x1 month option Type: MPSV Design: MT 6016 DWT: 4100 tonnes Cargo deck area: 840 m 2 Classification: DNV +1A1, E0, SF, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,5), Ice C, (Supply vessel -Hull) Yard: Kleven Verft AS Delivered: Contract price: NOK million Owner: Rem Ship AS Contract: On contract with Global Industries L.L.C. until 1 June 2011 with 5x1 year options 15

19 Rem Fortress Rem Balder Type: MPSV Design: MT 6016 DWT: 4700 tonnes Cargo deck area: 800 m 2 aft of ROV Classification: DNV +1A1, E0, SF, Supply Vessel, Oil Rec, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,5), LFL*, DeIce, Ice C Bridge arrangement according to NAUT OSV Yard: Kleven Verft AS Delivered: Contract price: NOK 300 million Owner: Rem Marine Shipping AS Contract: On contract with Global Industries L.L.C. until 1 October 2009 with 4x1 year options Type: AHTS Design: UT 712 L BHP: 16,320 Winch capacity: 400 tonnes Bollard pull: 390 tonnes Cargo deck area: 510 m 2 Classification: DNV +1A1, TUG, Supply Vessel, E0, SF, Dynpos AUTR, Comf-V(3), Ice C, Oil Rec Yard: Kleven Verft AS Delivered: Contract price: NOK 269 million Owner: Rem Marine Shipping AS Contract: On contract with Petróleo Brasileiro (Petrobras) from July 2007 to July 2009 with 1x2 year options. Spot contract from mid March until delivery to Petrobas. 16

20 8.2.3 Newbuilding program Rem Etive Rem Provider Rem Simek bnr 117 Rem TBN Type: MPSV Design: MT 6016 DWT: 4700 tonnes Cargo deck area: 1050 m 2 Classification: DNV +1A1, E0, SF, Supply Vessel, Oil Rec, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,5), LFL*, DeIce, Ice C, Bridge arrangement according to NAUT OSV Yard: Kleven Verft AS Delivery: Contract price: NOK 301 million Owner: Rem Marine Shipping AS Contract: On contract with TS Marine Ltd. from April 2007 to April 2012 with 2x1 year options Type: PSV Design: UT 755 LC DWT: 3200 tonnes Cargo deck area: 680 m 2 Classification: DNV +1A1 SF E0 DK(+) HL (2,8) CLEAN COMF V(3) Option Dynpos AUT, Dynpos AUTR Fire Fighter 1 Yard: Simek AS Delivery: Contract price: NOK 148 million Owner: Rem Ship AS Contract: Spot Type: PSV Design: UT 755 LC DWT: 3200 tonnes Cargo deck area: 680 m 2 Classification: DNV +1A1 SF E0 DK(+) HL (2,8) CLEAN COMF V(3), Option Dynpos AUT, Dynpos AUTR Fire Fighter 1 Yard: Simek AS Delivery: Contract price: NOK million Owner: Rem Marine Shipping AS Contract: Spot Type: ROV/Subsea Design: MT 6022 DWT: 6500 tonnes Cargo deck area: 1120 m 2 Classification: DNV +1A1,SF,E0, Dynpos AUTR,DK (+), HELDK-S, COMF-V (rating 3), Clean Class Yard: Kleven Verft AS Delivery: Contract price: NOK 402 million Owner: Rem Marine Shipping AS Contract: Spot 17

21 Rem Simek bnr 118 (30 % ownership 2 ) Rem TBN Rem Simek bnr 116 (30 % ownership) Rem Odin Type: PSV Design: MT 6009 L DWT: 3450 tonnes Cargo deck area: 745 m 2 Classification: DNV +1A1, E0, SF, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,5), LFL*, Bridge arrangement according to NAUT OSV(letter of compl.) Yard: Simek AS Delivery: Contract price: NOK 191 million Owner: Rem Norway DIS Contract: Spot Type: ROV/Subsea Design: MT 6022 DWT: 6500 tonnes Cargo deck area: 1120 m 2 Classification: DNV +1A1,SF,E0, Dynpos AUTR,DK (+), HELDK-S, COMF-V (rating 3), Clean Class Yard: Kleven Verft AS Delivery: Contract price: NOK 402 million Owner: Rem Marine Shipping AS Contract: Spot Type: PSV Design: UT 755 LC DWT: 3200 tonnes Cargo deck area: 680 m 2 Classification: DNV +1A1 SF E0 DK(+) HL (2,8) CLEAN COMF V(3), Option Dynpos AUT, Dynpos AUTR Fire Fighter 1 Yard: Simek AS Delivery: Contract price: NOK 157 million Owner: Rem Norway DIS Contract: Spot Type: AHTS Design: UT 712 L BHP: 16,320 Winch capacity: 400 tonnes Bollard pull: 390 tonnes Cargo deck area: 530 m 2 Classification: DnV +1A1, Tug, Supply Vessel, ICE C, E0, SF, DYNPOS AUTR, Oilrec, Comf (V3) Yard: Kleven Verft AS Delivery: Contract price: NOK 295 million Owner: Rem Marine Shipping AS Contract: Spot 2 Rem has agreed to acquire the remaining 70 % of the vessels Rem Simek bnr 116 and Rem Simek bnr

22 Rem Kleven bnr 324 Rem Kleven bnr 325 Type: AHTS Design: UT 712 L BHP: 16,320 Cargo deck area: 530 m 2 Winch capacity: 400 tonnes Bollard pull: 390 tonnes Classification: DnV +1A1, Tug, Supply Vessel, ICE C, E0, SF, DYNPOS AUTR, Oilrec, Comf (V3) Yard: Kleven Verft AS Delivery: Contract price: NOK 295 million Owner: Rem Marine Shipping AS Contract: Spot Type: MPSV Design: MT 6016 MkIII DWT: 4700 tonnes Cargo deck area: 1050 m 2 Classification: DNV +1A1, E0, SF, Supply Vessel, Oil Rec, Dynpos AUTR, Clean, Comf-V(3), dk(+), HL(2,5), LFL*, DeIce, Ice C, Bridge arrangement according to NAUT OSV Yard: Kleven Verft AS Delivery: Contract price: NOK 303 million Owner: Rem Ship AS Contract: Spot Selected pictures of vessel designs UT 712 L UT 755 LN MT 6016 MT Contract status overview Rem currently operates 6 vessels, out of which 5 are employed on time charters. The latter, the PSV Rem Balder, will operate in the spot market until July From July 2007 the vessel will be on charter to Petrobras until July Rem Etive, to be delivered in April 2007, will operate on charter for TS Marine 19

23 until April 2012, with an option for additional 2x1 year. Rem s vessels operate in the North Sea, the Gulf of Mexico and the Indian Ocean. The Company s general strategy is to employ the ROV and seismic vessels on time charter contracts, whereas PSV and AHTS vessels more often operate in the spot market. The length of the time charter contracts vary, but are usually in excess of three years. Below is an overview of the contract status of the Rem Offshore fleet as of March : Vessel Design BHP DWT Ownership Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 PSV Rem Fortune MT 6000 ii 4, % BP / ADTI Spot Rem Supplier UT 755 LN 3, % ADTI Option Spot Rem Provider UT 755 LC 3, % Spot Rem TBN UT 755 LC 3, % Spot Rem TBN MT 6009 L 3, % Spot Rem TBN UT 755 LC 3, % Spot Rem TBN MT 6016 MK III 4, % Spot AHTS Rem Balder UT 712 L 16, % Spot Petrobras Option Rem Odin UT 712 L 16, % Spot Rem TBN UT 712 L 16, % Spot ROV / subsea construction Rem Commander MT , % Global Industries Rem Fortress MT , % Global Industries Option Rem Etive MT , % TSMarine Rem TBN MT , % Spot Rem TBN MT , % Spot Seismic Rem Angler Conversion 100% EMGS Option Spot = under construction = contract =option =spot 8.3 Shareholder information Rem Offshore s share capital is, at the date hereof, NOK 39,172,651 consisting of 39,172,651 Shares each with a par value of NOK As of 18 April 2007, Rem Offshore had a total of 268 shareholders, of which 260 were Norwegian, and 8 were non-norwegian registered in the VPS. There are no restrictions on foreign ownership of the shares of Rem Offshore. 20

24 The table below shows the 20 largest shareholders per 18 April Shares Number of Shares % 1 SOLSTAD REDERI... 14,336, REMY AS... 12,957, REM INVEST A/S... 2,227, NORDEA BANK NORGE AS MARKET-MAKING DERIVAT 1,950, JOHN KLEVEN AS... 1,869, KINGS CROSS AS , DnB NOR MARKETS, AKS EGENHANDELSKONTO , HAVILA SHIPPING AS V/PER & NJÅL SÆVIK , MARIN GROUP AS , HAVTRÅL INVEST A/S , CAIANO AS , VENUS INVEST A/S , SOLTUN INVEST AS , GRUVA AS , REM MARITIME EIENDOM , TRADEBYGG A/S , GLITNIR SECURITIES A MARKET-MAKING INNLAND , BJÅSTADBAKKEN AS... 71, JASIMO AS... 68, SMARAGD A/S PER ARNE SMÅDAL... 67, Total 20 largest holders... 37,672, % Other shareholders... 1,500, % Total shares... 39,172, % * Registered as nominee shareholder in the VPS. Nordea Bank Norge ASA, Middelthuns gate 17, 0368 Oslo, Norway, is related to Solstad Rederi in a manner as defined in the Norwegian Securities Trading Act section 4-5 and holds 1,950,000 shares (4.98%). The relation is a consequence of Solstad Rederi being obliged under a forward-contract with Nordea Bank Norge ASA, to acquire all of Nordea Bank Norge s shares on June 25, Nordea Bank Norge ASA is a public limited liability company incorporated under the laws of Norway with official registration number No other shareholder of REM Offshore is related to Solstad Rederi in a manner as described in the Norwegian Securities Trading Act section 4-5, and there are no shareholder s agreements concerning REM Offshore to which Solstad Rederi or Nordea Bank Norge ASA is a party. 21

25 9 Tax Consequences Below is a summary of some of the Norwegian tax rules which may be relevant to the possible sale of Rem Offshore Shares on the terms set forth in the Offer. This summary is not an exhaustive description of all tax issues that may be of significance to each individual Rem Offshore Shareholder and is limited to a description of Norwegian tax laws. The summary is based on Norwegian tax law as of the date of this Offer Document. Such laws may be amended, also with retroactive effect. The summary is only meant to provide general information and does not analyse all aspects that may be of importance to an individual Rem Offshore Shareholder. The taxation of each Rem Offshore Shareholder depends on the respective Rem Offshore Shareholder s specific situation, and each Rem Offshore Shareholder should thus consult a tax adviser in order to establish the specific tax consequences of an acceptance of the Offer by him/it, as well as the relevance and implications of Norwegian or international tax law and possible amendments thereof. 9.1 Tax Consequences for Norwegian Shareholders Companies that are Rem Offshore Shareholders Companies that are Rem Offshore Shareholders (i.e. limited companies, public limited companies and similar units which are considered tax subjects) are not subject to taxation for a capital gain originating from realisation of shares in companies domiciled within the EEA area, whereas any loss incurred via such realisation does not give any right to tax deductions. Consequently, a company may sell its Rem Offshore Shares under the Offer without tax consequences. Costs incurred in connection with the sale of Rem Offshore Shares under the Offer are not tax-deductible Private individuals who are Rem Offshore Shareholders A gain from the sale of Rem Offshore Shares by a Rem Offshore Shareholder who is a private individual is taxable as regular income at a rate of 28%. Loss is deductible in the general income. With effect from the income year 2006, the taxable gain is calculated as the difference between the received consideration and the tax base value, including any RISK-adjustments up to 1 January 2006, and less any unused calculated allowance. The main purpose of the calculated allowance is to determine the dividends which will be exempt from tax. If the dividends distributed one year do not exceed the calculated allowance, the unused allowance will be added to the tax purchase price of the share by the computation of the allowance the following year, and may also be carried forward and set off against future dividends received on, or capital gains originated from realisation of, the same share. The allowance one year will be allocated to the shareholder owning the share on 31 December the relevant income year. The deduction for any unused allowance by the realisation may not lead to or increase a deductible loss, i.e. any unused allowance exceeding the capital gain originated from the realisation of a share will be annulled. If a Rem Offshore Shareholder sells Rem Offshore Shares acquired at various points in time, the Rem Offshore Shares that were acquired first shall be regarded as being transferred first (Norwegian: først innførst ut prinsippet) when estimating the taxable gain or loss. Costs incurred in connection with acquisition and transfer of Rem Offshore Shares are deductible in the year of sale. 9.2 Tax Consequences for Non-Norwegian Shareholders A gain from the sale of Rem Offshore Shares by a non-norwegian Rem Offshore Shareholder will not be subject to taxation in Norway unless the foreign shareholder is a private individual and (i) holds the Rem Offshore Shares effectively connected with a business carried out in Norway, or (ii) has been a resident of Norway for tax purposes within the five calendar years prior to the sale. Pursuant to the latter rule, latent capital gain on the Rem Offshore Shares at the time of termination of tax residency will be subject to tax in Norway, provided that such latent capital gain on the shareholder s total shareholding exceeds a taxfree allowance. The taxation of capital gains may be limited pursuant to an applicable tax treaty. 22