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WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
August 12, 2020 - Reference is made to the previous stock exchange announcement
made by Aker Solutions ASA (“Aker Solutions”) on 17 July 2020 regarding inter
alia, the contemplated spin-off of its offshore wind development and carbon
capture businesses.
The offshore wind development business has been transferred into Aker Solutions’
subsidiary Aker Offshore Wind Holding AS (“Aker Offshore Wind”) and the carbon
capture business has been transferred into another subsidiary, Aker Carbon
Capture AS (“Aker Carbon Capture” and together with Aker Offshore Wind, the
“Subsidiaries”). Aker Solutions intend to issue 294,117,647 new shares in Aker
Carbon Capture and 340,136,054 new shares in Aker Offshore Wind (the “Offer
Shares”, respectively), through two contemplated private placements (the
“Private Placements”) raising gross proceeds of approximately NOK 500 million in
each of the Subsidiaries. Following completion of the Private Placements, the
Subsidiaries are expected to be admitted to trading on the Merkur Market, a
multilateral trading facility operated by the Oslo Stock Exchange.
The Private Placements are directed towards certain investors subject to, and in
compliance with, applicable exemptions from relevant prospectus or registration
requirements. The Subsidiaries have retained Carnegie AS and Skandinaviska
Enskilda Banken AB (publ) as Joint Lead Managers and Joint Bookrunners in the
Private Placements (collectively the “Managers”). Sparebank 1 Markets AS has
been retained as Co-Manager.
The Offer Shares in Aker Offshore Wind will be offered at a price per share of
NOK 1.47 (the “AOW Offer Price”). The AOW Offer Price corresponds to a pre-money
value of the equity of Aker Offshore Wind of approximately NOK 400 million.
The Offer Shares in Aker Carbon Capture will be offered at a price per share of
NOK 1.70 (the “ACC Offer Price”). The ACC Offer Price corresponds to a pre-money
value of the equity of Aker Carbon Capture of approximately NOK 460 million.
The bookbuilding period for the Private Placement will commence today, 12 August
2020 at 09:00 (CEST) and will close on 13 August 2020 at 16:30 (CEST). The
Subsidiaries reserve the right to close or extend the bookbuilding period at any
time and for any reason at its sole discretion and without notice. The minimum
order size and allocation in the Private Placement will be the NOK equivalent of
EUR 100,000, provided that the Subsidiaries may, at their sole discretion, offer
and allocate an amount below EUR 100,000, pursuant to any applicable exemptions
from the prospectus requirement being available.
Aker ASA will directly or indirectly through a subsidiary guarantee full
subscription of the Private Placements, subject to a minimum allocation of Offer
Shares equivalent to a minimum subscription of NOK 320 million in Aker Offshore
Wind and NOK 330 million in Aker Carbon Capture. Aker ASA (or its subsidiary)
will furthermore enter into a customary lock-up agreement whereby all Offer
Shares allocated to Aker ASA (or its subsidiary) will be subject to lock-up for
a period of 6 months.
Completion of the Private Placements is conditional upon the necessary corporate
resolutions in each of the Subsidiaries being made and the Offer Shares having
been fully paid and validly issued. Allocation of Offer Shares will be
determined at the end of the application period by each of the Subsidiaries at
their sole discretion. The Subsidiaries may focus on allocation criteria such as
(but not limited to) existing ownership in Aker Solutions ASA, timeliness of the
application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon. Settlement instructions are
expected to be distributed by the Managers on or about 14 August 2020, with
payment date on or about 20 August 2020 and delivery of Offer Shares to the
subscribers on or about 26 August 2020.
The Subsidiaries and the Managers reserve the right, at any time and for any
reason, to cancel, and/or modify the terms of, the Private Placements. Neither
the Subsidiaries, Aker Solutions nor the Managers will be liable for any losses
incurred by applicants if the Private Placements are cancelled, irrespective of
the reason for such cancellation.
Further selling restrictions and transaction terms will apply.
The Subsidiaries are currently wholly-owned subsidiaries of Aker Solutions. As
part of the Private Placements, the Subsidiaries will apply for listing of their
shares on Merkur Market. Subject to completion of the Private Placement, the
expected first day of trading will be on or about 26 August. Prior to such date,
it is expected that the shareholders in Aker Solutions have approved the
dividend in kind proposed to be distributed as further set out in the notice of
an extraordinary general meeting to be held in Aker Solutions on 14 August 2020.
Such distribution entails that all of Aker Solutions’ shares in the Subsidiaries
will be distributed to Aker Solutions’ shareholders.
A company presentation for each of the Subsidiaries is available on Aker
Solutions’ website at the following link:
www.akersolutions.com/investors/presentations
Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private
Placements and the listing on Merkur Market. Advokatfirmaet Thommessen AS has
assisted the Managers in connection with the Private Placement.
ENDS
Media Contact:
Ivar Simensen, mob: +47 464 02 317, email: ivar.simensen@akersolutions.com
Investor Contact:
Fredrik Berge, mob: +47 450 32 090, email: fredrik.berge@akersolutions.com
Aker Solutions helps the world meet its energy needs. We engineer the products,
systems and services required to unlock energy. Our goal is to maximize recovery
and efficiency of oil and gas assets, while using our expertise to develop the
sustainable solutions of the future. Aker Solutions employs approximately 13,000
people in more than 20 countries.
Visit akersolutions.com and connect with us on
Facebook (https://www.facebook.com/AkerSolutions/),
Instagram (https://instagram.com/akersolutions/),
LinkedIn (https://www.linkedin.com/company/aker-solutions),
Twitter (https://twitter.com/akersolutions) and
YouTube (https://www.youtube.com/akersolutions).
This press release may include forward-looking information or statements and is
subject to our disclaimer, see https://akersolutions.com
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
Subsidiaries, their 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 Subsidiaries.
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 Subsidiaries does 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
Prospectus Directive (“Qualified Investors”), i.e., only to investors who can
receive the offer without an approved prospectus in such EEA 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, and is the responsibility of, the
Subsidiaries. The Managers and their affiliates are acting exclusively for the
Subsidiaries and Aker Solutions and no-one else in connection with the Private
Placements. They will not regard any other person as their respective clients in
relation to the Private Placements and will not be responsible to anyone other
than the Subsidiaries, respectively, for providing the protections afforded to
their respective clients, nor for providing advice in relation to the Private
Placements, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.
In connection with the Private Placements, 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 Subsidiaries or related investments in connection with the Private
Placements 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 Subsidiaries 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 Subsidiaries, Aker Solutions, 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 Placements and the contemplated listing may be influenced by a range
of circumstances, such as market conditions, and there is no guarantee that the
Private Placements will proceed and that the listing will occur.
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
This announcement is for information purposes only. It does not purport to be
complete, and it 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 of the Subsidiaries. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement. Each of the Subsidiaries, Aker Solutions and the Managers, and
their respective affiliates, expressly disclaims any obligation or undertaking
to update, review or revise any statement contained in this announcement whether
as a result of new information, future developments or otherwise.
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.
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
Kilde
