NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
7 April 2022: ABG Sundal Collier ASA and SpareBank 1 Markets AS (jointly, the ”Managers“) have been retained as joint bookrunners by North Sea Strategic Investments AS, a company controlled by HitecVision (the “Vendor”), to explore a potential sale of up to approximately 30 million existing shares in Aker Solutions ASA (the “Company”), representing approximately 6% of the share capital in the Company (the “Placing”). The Placing is to be conducted as an accelerated bookbuilding process.
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The bookbuilding process will commence immediately following the publication of this announcement and may be closed on short notice at the full discretion of the Managers. A further announcement will be made following pricing of the shares in the Placing. The Vendor reserves the right, at its own discretion, to sell fewer shares or no shares at all.
The Vendor is a financial investor in the Company, and it is neither represented in the management nor on the board of directors of Aker Solutions ASA.
Assuming all the shares are sold in the Placing, the Vendor will not hold any shares in the Company.
For further information, please contact:
ABG Sundal Collier ASA: +47 22 01 60 11
SpareBank 1 Markets AS: + 47 24 14 74 70
Important Notice:
This announcement is not a prospectus and does not form a part of any public offer to sell, or a solicitation of a public offer to purchase, any securities of the Company. The distribution of this announcement and the offer and sale of the shares in certain jurisdictions may be restricted by law. The shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by the Managers or any of their affiliates that would permit an offering of the shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement is for information purposes only and does not constitute or form a part of an offer to sell, or a solicitation of an offer to purchase, any security of the Company in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The securities of the Company described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Securities Act. There will be no 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 that also (i) 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”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (“FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (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.
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, if any, are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Vendor 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 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 Vendor does 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.
No guarantee can be made that any securities will be sold pursuant to the Placing.
None of the Managers or any of their respective directors, officers, employees, advisers 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 release (or whether any information has been omitted from the release) or any other information relating to the Company, 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 release or its contents or otherwise arising in connection therewith.
The Managers are acting on behalf of the Vendor and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the Placing.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgement. 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.
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