NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aker Offshore Wind AS ("Aker Offshore Wind " or the “Company”) has retained Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (jointly the “Managers”) as Joint Managers and Bookrunners to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”), raising gross proceeds of approximately NOK 300 million (the “Private Placement”).
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The Company has decided to exercise an option to increase its shareholding in Principle Power Inc. (“PPI”) and intends to use the net proceeds from the Private Placement to finance such increased shareholding as well as for general corporate purposes. The final number of PPI shares acquired by the Company will depend on the number of shareholders exercising their first right of refusal alongside the Company. The valuation of the acquisition is in line with the most recent equity issue conducted by PPI.
“We made the first investment into PPI in 2017 and have been pleased to see the progress in ground-breaking projects such as WindFloat Atlantic and Kincardine,” says Astrid Skarheim Onsum, Chief Executive Officer of Aker Offshore Wind. “With an operational track record dating back to 2011, PPI is a leading technology player in the offshore floating wind industry. We look forward to taking an even more active ownership role in PPI and continue the work to drive down cost in our industry together with the company and other shareholders.”
Aker ASA will directly or indirectly through Aker Horizons AS guarantee full subscription of the Private Placement, subject to a minimum allocation of Offer Shares equivalent to maintaining its pro rata consolidated ownership in the Company of approximately 51%, which comprise shares held through Aker Kværner Holding AS, Aker Horizons AS and Aker ASA.
The subscription price per Offer Share in the Private Placement will be set through an accelerated book-building process conducted by the Managers.
The application period in the Private Placement will commence today, 16 November 2020 at 16:30 CET and close on 17 November 2020 at 08:00 CET. The Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Conditional allocation of Offer Shares will be determined at the end of the application period by the Company in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon]. The Offer Shares will be allocated by the Board of Directors on a conditional basis subject to, inter alia, the Company’s shareholders resolving to issue the Offer Shares at the EGM (as defined below). No guarantee can be given that such resolution will be passed. Settlement instructions are expected to be distributed by the Managers on or about 17 November 2020, with settlement on a delivery versus payment (DVP) basis on or about 25 November 2020.
Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to consummate the Private Placement being validly made, including the approval by the general meeting of the Company through an extraordinary general meeting to be held on or about 24 November 2020 (the “EGM”)) to proceed with the Private Placement and to issue the Offer Shares, and (ii) payment being received for the Offer Shares. There can be no assurance that these conditions will be satisfied. If the conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Merkur Market, pursuant to a share lending agreement entered into between the Company, the Managers and Aker Horizons AS. The Managers will settle the share loan with new shares in the Company expected to be issued shortly after and subject to the EGM’s approval of the Private Placement.
The Private Placement entails a deviation of the existing shareholders preferential rights. As the Private Placement is structured to ensure that a market based subscription price is achieved and equal treatment obligations under applicable rules for companies admitted to trading on Merkur Market are observed, it is currently not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection with the Private Placement, and Advokatfirmaet Thommessen AS has assisted the Managers in connection with the Private Placement.
For further information, please contact Ivar Simensen, +47 46 40 23 17, ivar.simensen@akerhorizons.com
ENDS
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU Prospectus Regulation” means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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 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 to 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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aims”, “expect”, “anticipate”, “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 Company believes 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 its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
The Private Placement and the contemplated admission to trading on Merkur Market may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Merkur Market will occur.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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