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2016-12-09

REM Offshore ASA: Key date announcement REM and SOFF

Reference is made to the previously announced triangular merger between REM
Offshore ASA ("REM") and Solship Invest 1 AS ("Solship") (a wholly owned
subsidiary of Solstad Offshore ASA ("SOFF"), against issuance of
consideration shares in SOFF, with Solship as the surviving entity. The
Merger has now been completed as disclosed by REM and SOFF today. Please note
the following key dates:

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| Last day when both companies are trading 8 December 2016 |
|(REM and SOFF): |
| Effective Date (of completed merger), 9 December 2016 |
| |
|i.e. first day SOFF trading alone*: |
| Record Date: 12 December 2016 |
| The merger conversion ratio: 0.0696 SOFF per 1 REM share |
| ISIN (SOFF): A-shares (ordinary): NO0003080608 |
| B-shares (new): NO0010779945 |
| Transferor Company: Rem Offshore ASA |
| Transferee Company: Solship Invest 1 AS |
| Issuer Consideration Shares: Solstad Offshore ASA* |
| Date of approvals: 10.10.2016 (Extraordinary General meetings) |
| Date of listing: The new B-shares are expected to be admitted to listing on Oslo Børs on or |
| about 13 or 14 December 2016 |
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*Other information:

Following completion of the merger, trading in REM will be suspended effective
upon opening of the market today. The merger consideration to the
shareholders of the Transferor consists of consideration shares in SOFF. The
consideration shares consists partly of 6 000 000 new Class A-shares
(ordinary shares) issued to Forsa AS and the remaining consideration will be
issued in the form of new Class B-shares with 1/10thvoting rights.

One share in the Transferor gives the right to 0,0696 shares in SOFF (class A-
and class B- shares respectively) . The conversion rate has been determined
by the merging companies' boards based upon the subscription prices in the
private placement resolved by SOFF on 13 June 2016 and the private placement
resolved by REM in October 2016, of NOK 12.50 per share and NOK 0.87 per
share respectively. Fractional shares will not be delivered. The number of
consideration shares issued to each REM Shareholder will be rounded down to
the nearest whole number of SOFF shares. Fractions will be sold for the
benefit of REM shareholders who have been subject to such rounding down.
Proceeds below NOK 10 per shareholder will not be distributed, and the
surplus (if any) will be for the benefit of SOFF.

The consideration shares will give entitlement to rights in the Transferee
from the time when the Merger enters into force from a company law
perspective, i.e. 9 December 2016.

This information is published in accordance with the requirements of the
Continuing Obligations of the Oslo Stock Exchange.

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This announcement is distributed by Nasdaq Corporate Solutions on behalf of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: REM Offshore ASA via Globenewswire

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