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price of NOK 36 per share (the “Subscription Price”), and the mandatory
notification announcement from Aker Capital AS as of the same date.
In accordance with the above mandatory notification announcement, Aker Capital
AS, a wholly-owned subsidiary of Aker ASA, has today entered into a total return
swap (“TRS”) agreement with DNB Bank ASA (“DNB”), with financial exposure to
479,179 underlying shares in the Company. The expiry date of the TRS agreement
is 6 December 2022. The swap price for the TRS agreement is NOK 36.3001 per
share. Please see attached primary insider notification form pursuant to the
requirements of the Market Abuse Regulation.
In addition, and as set out in the mandatory notification announcement referred
to above, Aker Capital AS has pre-committed to subscribe for, and been
allocated, 2,144,394 shares in the Private Placement, at the Subscription Price.
Aker Capital has accepted to take delivery of the shares in Tranche 2 of the
Private Placement, and the allocation is accordingly subject to approval of the
share capital increase for Tranche 2 by an extraordinary general meeting (“EGM”)
to be held by the Company on 6 October 2022. Reference is made to the stock
exchange notice referred to above for further information.
Furthermore, Aker Capital AS will, subject to the approval by the EGM as
described above, enter into two additional TRS agreements with DNB and
Skandinaviska Enskilda Banken AB (“SEB”) in connection with the settlement of
Tranche 2 of the Private Placement, with financial exposure to 1,284,482 and
1,703,807 underlying shares in the Company, respectively.
In addition to the above, Aker Capital AS currently holds 11,557,022 existing
shares in the Company and is party to two TRS agreements with DNB and SEB with
financial exposure to 9,505,100 and 9,182,520 underlying shares in the Company,
respectively. The expiry date of these TRS agreements is 6 December 2022. The
swap prices for these TRS agreements are NOK 33.5773 and NOK 33.6059 per share,
respectively.
Following completion of all the transactions above, Aker Capital AS will have
the same ownership and financial exposure in the Company as prior to the Private
Placement.
This information is subject to the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
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