REM iShares Mortgage Real Estate ETF

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (THE "UNITED STATES") (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

Fosnavåg, 14 October 2016

Reference is made to the previous announcements made by Rem Offshore ASA ("Rem Offshore") and Solstad Offshore ASA ("Solstad Offshore") related to the subsequent offerings in Solstad Offshore directed towards (i) shareholders in Solstad Offshore of up to 3 188 811 class A-shares in Solstad Offshore ("Class A-Offer Shares"), and (ii) shareholders in Rem Offshore ASA ("Rem Offshore") of up to 1 600 000 class B-shares in Solstad Offshore ("Class B-Offer Shares"), hereinafter referred to as the "Subsequent Offerings".

The application period in the Subsequent Offerings commence today 14 October 2016 at 9:00 AM and closes on 27 October 2016 at 16:30 PM CET (the "Application Period"). Information about Solstad Offshore, the risks related to an investment in the Solstad Offshore and the conditions for the Subsequent Offerings are included in the prospectus dated 9 September 2016 which is available via link at the  website of Solstad Offshore at www.solstad.no and at www.arctic.com. A summary of the information related to and the conditions for the Subsequent Offering directed towards the eligible shareholders in Rem Offshore is included below.

For further information, please refer to the stock exchange announcement made by Solstad Offshore today.

Subsequent offering in Solstad Offshore directed towards shareholders in Rem Offshore

Solstad Offshore will issue allocation rights to shareholders who owned shares in Rem Offshore on 10 October 2016, as registered in the Norwegian Central Securities Depository (the "VPS") on 12 October 2016, and who were not invited to participate in the private placement directed towards Åge Remøy and companies controlled by him and who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the "Eligible Rem Shareholders"). Eligible Rem Shareholders will receive information about issued allocation rights.

For each share in Rem Offshore registered in the VPS on 12 October 2016, Eligible Rem Shareholders will receive 0.3686 allocation rights ("Rem Allocation Rights"), rounded down to the nearest whole number of Rem Allocation Rights. One (1) Rem Allocation Right grants the owner the right to apply for and be allocated one (1) Class B-Offer Share at an offer price of NOK 12.50 per Class B-Offer Share. The Rem Allocation Rights will be registered in the VPS under ISIN NO 0010771231. The Rem Allocation Rights are not transferable and will not be listed on Oslo Børs.

Completion of the subsequent offering directed towards shareholders in Rem Offshore is conditional upon completion of the planned merger between Rem Offshore and Solship Invest 1 AS, a wholly owned subsidiary of Solstad Offshore (the "Merger").

Rem Allocation Rights which are not used within the Application Period will be of no value and will automatically lapse without compensation to the holder. Application for more Class B-Offer Shares than the number of Rem Allocation Rights held by an applicant is permitted. Application without Rem Allocation Rights is not permitted.

A timetable for completion of the Subsequent Offering directed towards shareholders in Rem Offshore is set out below: 

Completion of the subsequent offering directed towards shareholders in Rem Offshore is conditional upon completion of the Merger. The allocation to be made by the board in Solstad Offshore on 28 October 2016 will accordingly be conditional upon such completion, and the shares will thus not be delivered to the relevant shareholders' VPS account at such time. The payment amount will be place on a separate account, and the amount will be repaid to the relevant shareholder if the Merger is not completed.

Solstad Offshore ASA has commenced preparations to apply for listing of the new Class B shares on Oslo Børs and intends to submit such application on or about 19 October 2016. There can be no guarantees that the new Class B shares will be approved for listing on Oslo Børs.

Other relevant information

If an Eligible Rem Shareholder held shares registered through a financial intermediary on the record date, the financial intermediary will customarily give the eligible shareholder details of the aggregate number of allocation rights to which it will be entitled and the procedure to apply for offer shares in the Subsequent Offering. Eligible shareholders holding shares through a financial intermediary should contact the financial intermediary for details about the Subsequent Offerings. Note that the financial intermediaries' deadline to apply for offer shares in the Subsequent Offerings is expected to be prior to 16:30 (CET) on 27 October 2016.

Arctic Securities AS is acting as manager for the Subsequent Offering. Wikborg Rein & Co Advokatfirma DA is acting as legal advisor to Solstad Offshore.

Important notice

This document and the information contained herein is not for release, publication or distribution in whole or in part in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "Securities Act") and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from, or a transaction not subject to, the registration requirements of the Securities Act.

This document is only addressed to and directed at persons in member states of the European Economic Area (other than Norway) who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") or to and at other persons to whom the offering can otherwise be made pursuant to  available exemptions under the Prospectus Directive. In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, Qualified Investors who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or who are high net worth entities falling within Article 49(2)(a) to (d) of  the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons  together being referred to as "relevant persons"). Any investment activity to which this document relates is available only to relevant persons in the United Kingdom, and will only be engaged with such persons. The Manager is acting for the Company in connection with the offerings and no one else, and will not be responsible to anyone other than the Company for providing the protections offered to clients of the Manager nor for providing advice in relation to the offering.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

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