Board of directors at the Oslo stock Exchange has decided to impose Rem Offshore a an administrative fine of 493.800 money for violation of the requirement of equal treatment of shareholders after continuing obligations.
the Fine will be given in connection with the restructuring that was done first, and the subsequent merger between Rem Offshore and Solstad Offshore.
Earlier in the summer managed Kjell Inge Røkke, Øyvind Eriksen and Aker to push through a merger in that they bought up in bond loans to Rem Offshore. Then blocked the redningsplanen Åge Remøy, and the company had laid on the table, and forced through the solution they thought was best for the companies.
mr Røkke’s Aker had already bought up in Solstad, and use this vessel as a sort of mother ships to devour other companies.
the stock Exchange points out that the restructuring involves differential treatment of shareholders in Rem, including by the main shareholder Åge Remøy get to maintain a significant ownership interest through a private placement, while the other shareholders blurred to a significant extent.
In connection with the subsequent merger, it is pointed out further that Remøy got the A-shares, while other shareholders received class B shares in Solstad Offshore. E24 wrote in the beginning of september how Solstad Offshore “sweetened the pill” to Rem Offshore’s largest shareholder, Åge Remøy, to get him on the merger.
Merciless conclusion
Then Rem Offshore would bring in capital was placed in the reality storaksjonær and chairman of the board Åge Remøy, on the one hand, and the other shareholders in Rem Offshore on the other side. In the private placement received Remøy alone participate with the 150 million without that the other got the draw. Thus be able to Remøy also maintain control in the company.
the Oslo stock Exchange describes on Wednesday the treatment of the other shareholders as a “comprehensive modification”. Basically, the regulation requires that companies must treat shareholders equally, for example when a company have to collect the money. On the way, all shareholders retain ownership if they wish, to contribute a share of the fresh money equal to the ownership interest.
There are opportunities for the few exceptions, but Oslo Børs is not gracious after having reviewed all of the transactions in Rem Offshore:
the Oslo stock Exchange finds that the infringement in the case is so serious that it should be responded to with an administrative fine. Equal treatment is a fundamental principle in verdipapirhandelretten. The principle has great importance in the regulated market to ensure the market integrity and confidence, in that it provides a minoritetsvern.
Rem considering the appeal
Åge Remøy has previously made it crystal clear that he is very critical to the outcome of the crisis for the Rem, and has pointed out that he believes it is very negative for the maritime cluster at Sunnmøre, that the California-based Solstad devouring the company of his.
the Board of directors of Oslo Børs approved the fine in a meeting on 16. november and put the amount to three times the size of Rem Offshore noteringsavgift. The fine can be appealed to the Børsklagenemnden.
In a stock market announcement, type Rem Offshore that the board disagree with the outcome, and that they currently take the decision into consideration.”
– the Board disagrees with the outcome given it the leeway which existed when the restructuring was decided. The board will review the Børsstyrets decision and will based on this review, to appeal the decision to the Børsklagenemden within the time limit for complaints in two weeks, writes Rem.
Say no to Akers fusjonsinvitasjon
– Diluted to nothing
the Difference between the A – and B-shares in Solstad as Rem, the shareholders shall receive as settlement for the merger is stemmerettigheten each share gives. While the A – and B-shares offer the same economic rights (to dividends, among other things), then gives the class A shares ten times more votes than each B share.
In børsmeldingen that was sent out from Solstad Offshore in september, it was also clear that the shipping company will use the B-shares as possible a form of payment in possible mergers with other crisis-hit shipping companies in the future:
“It is Solstads intention that the new B-klasseaksjene can be an instrument for further consolidation in the industry”, wrote Anders.
Åge Remøy about the offshore-merger: – Sad
According to the plan, shall Rems shareholders to receive their compensation in the form of the new B-shares, in particular 0,0696 Solstad shares per REM share.
Investeringsøkonom Tom Hauglund in Nordnet has previously been very critical of the discrimination that occurred in the restructuring that was carried out before the merger.
In one of the analysis of their described Hauglund the process as “one of the sickest within the dilution that has happened some time.”
Existing shareholders are totally ignored and diluted to nothing, wrote Hauglund.
B-shares to the stock exchange
In a separate announcement Wednesday, writing Solstad Offshore that Børsstyret today has decided to take up the new B-shares to listing on the Oslo stock Exchange. This to recently happen 2. January, and after børsdirektørens decision.
Anders has received an exemption from the requirements for listing, among other things, that at least 25 per cent of the shares which shall be noted to be “spread among the general public”. Solstad gets six months to meet this requirement.
so far, It has not succeed the E24 to get a comment from management in Rem Offshore.
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