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UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Aker ASA (100% owner of Aker Capital AS) (“Aker”) and bp p.l.c (100% owner of BP
Exploration Operating Company Ltd) (“BP”) (jointly the “Sellers”) have retained
J.P. Morgan AG and Pareto Securities AS as Joint Global Coordinators and Joint
Bookrunners (collectively referred to as the “Managers”) to explore a potential
block sale of existing shares in Aker BP ASA (“Aker BP” or the “Company”)
through a private placement (the “Offering”).
The Sellers are contemplating selling approximately 18,000,000 shares in the
Company, representing approximately 5% of the shares outstanding in the Company,
through an accelerated bookbuilding process. Aker and BP are expected to
participate in the Offering pro-rata to their current holdings in the Company,
i.e. approx. 57% of the shares are offered by Aker and approx. 43% of the shares
are offered by BP. The free float in the Company will increase from 30% to
approximately 35% if the Offering is completed. The Sellers reserve the right,
at their own discretion, to sell fewer shares or no shares at all in the
Offering.
The Offering will commence immediately following the publication of this
announcement (10 November 2021) and will close no later than 11 November 2021 at
08:00 CET. Please note that the Offering may close earlier or later at the
discretion of the Sellers. The Offering is expected to be priced and allocated
before 09:00 CET on 11 November 2021 (T). The settlement of the Offering will be
conducted on a normal delivery-versus-payment basis (DVP T+2).
Aker and BP currently control 144,049,005 and 108,021,449 shares in the Company
respectively, representing approximately 40% and 30% of the shares outstanding
in the Company. The Sellers will enter into a 6-month lock-up with the Managers
following the completion of the Offering for any of the shares the Sellers
currently hold in the Company which are not sold as part of the Offering,
subject to certain exemptions.
Since the creation of Aker BP in 2016, the company has pursued a successful
organic and inorganic growth strategy offering attractive shareholder
distributions and value creation combined with an investment grade rated balance
sheet. Aker BP is a pure-play O&G company with industry-leading low emissions
and low-cost operations enabled by digitalization. The company has strong
production growth, a robust balance sheet and deliver attractive returns. After
the potential block sale, Aker and BP will remain committed to Aker BP.
“Aker has a large portfolio with a variety of investments across different
sectors whereas Aker BP represented 50% of Aker’s gross asset value per 3Q 2021.
Aker BP is, and will remain, a core holding in Aker’s portfolio. The aim of the
Offering is however to balance Aker’s portfolio by freeing up liquidity,
diversifying and continue growing the portfolio. If the Offering is completed,
Aker BP will remain the largest investment in Aker’s portfolio and Aker will
remain the largest shareholder in Aker BP”, said Øyvind Eriksen, President and
CEO of Aker ASA.
Bernard Looney, BP chief executive said: “Aker BP has established itself as an
undoubted Norwegian success story, with its value increasing significantly over
the past five years. This transaction will enable bp to realise some of the
considerable value Aker BP has already generated while remaining committed to
its ongoing success and value creation for shareholders. Consistent with our
long-standing track-record of active portfolio management, these divestment
proceeds will be expected to further strengthen bp’s balance sheet and support
our ongoing buyback commitment.”
The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, offer and allocate an
amount below the NOK equivalent of EUR 100,000 in the Offering to the extent
exemptions from prospectus requirements, in accordance with Regulation (EU)
2017/1129, are available.
Kjell Inge Røkke, the chairman of the board of directors in Aker ASA and the
ultimate majority owner of Aker ASA, is a member of the board of directors in
Aker BP. Øyvind Eriksen, the President and CEO of Aker, is the chairman of the
board of directors in Aker BP. Murray Auchincloss, the CFO of BP Plc and Kate
Thomson, SVP Finance OB&C of BP Plc, are members of the board of directors in
Aker BP.
For more information about the Offering please contact one of the Managers:
J.P. Morgan AG
+49 69 71240
Pareto Securities AS
+47 22 87 87 50
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. This stock
exchange announcement was published by Laila Hop, Paralegal, Aker ASA, on
November 10, 2021 at 16:50 CET.
Important Notices
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. Copies of this announcement are not being made and may
not be distributed or sent into any jurisdiction in which such distribution
would be unlawful or would require registration or other measures. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
the United States.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression “Prospectus
Regulation” means Regulation (EU) 2017/1129 as amended together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are “qualified investors” within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 and that are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “expect”, “anticipate”,
“strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Sellers believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond their control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Sellers do not have any intention or obligation to publicly update or revise
any forward-looking statements after they distributes this announcement, whether
to reflect any future events or circumstances or otherwise.
Neither of the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Kilde
