NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, Norway – 2 November 2022.
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The Norwegian state, represented by the Norwegian Ministry of Trade, Industry and Fisheries (the “NMTIF” or “Seller”), has retained Pareto Securities AS and SpareBank 1 Markets AS (jointly, the “Managers”) to explore a potential block sale of existing shares in Aker Solutions ASA (the “Company”) through a private placement (the “Offering”).
The Seller is contemplating selling up to 30,092,942 shares in the Company (equal to approx. 6.11% of the Company’s outstanding shares). The Seller reserves the right, at its sole discretion, to amend the offering size or to sell no shares at all. The price in the Offering will be set through an accelerated bookbuilding process and will be denominated in NOK.
The bookbuilding period in the Offering will commence immediately (2 November 2022) and will close tomorrow on 3 November 2022 at 08:00 CET. The Seller may, at its sole discretion, extend or shorten the bookbuilding period at any time and for any reason without notice. If the bookbuilding period is extended or shortened, the other dates referred to herein might be changed. The Offering is expected to be priced and allocated before 09:00 CET on 3 November 2022 (T). The settlement in the Offering will be conducted on a normal delivery-versus-payment basis (DVP T+2).
The Seller currently holds 60,185,885 shares in the Company (equal to approx. 12.23% of the Company’s outstanding shares). The Seller will enter into a 90-day customary lock-up with the Managers (subject to certain exceptions) following the completion of the Offering for any of the shares the Seller currently holds in the Company which are not sold as part of the Offering.
The minimum order and allocation in the Offering have been set to the NOK equivalent of EUR 100,000. The Managers may, however, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements, in accordance with applicable regulations (including Regulation (EU) 2017/1129 and the Norwegian Securities Trading Act with ancillary regulations), are available.
Pareto Securities AS and SpareBank 1 Markets AS are acting as joint lead managers and joint bookrunners in connection with the Offering. Wikborg Rein Advokatfirma AS is acting as legal counsel to the NMTIF in connection with the Offering.
For more information about the Offering, please contact one of the Managers:
Pareto Securities AS
+47 22 87 87 50
SpareBank 1 Markets AS
+47 24 14 74 70
Important notices:
This announcement is not and does not form a part of a prospectus or 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 the United States of America or 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. Accordingly, this announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). 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 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 amended by The Prospectus (Amendment etc.) (EU Exit) Regulations 2019, and which 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”), (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.
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 Seller and no one else in connection with the Offering 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 Offering.
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.
Kilde
Selskapet er endelig priset fair og da er det greit med exit i mine øyne. Om de absolutt må ut da.