We are very satisfied with the response in the equity market. The share offer was twice over-subscribed," said Inge K Hansen, Group President and CEO of Aker Kværner ASA, the holding company of the new group.
"I was pleased to learn that we have earned the confidence of many prominent investors internationally as well as in Norway. By investing in Aker Kvaerner, they have shown great appreciation of the systematic improvement initiatives and the fundamental qualities and high potential that I know our group represents," he added.
Group President & CEO Inge K. Hansen rings the bell at the Oslo Stock Exchange at 10:00 a.m. 2 April (Photo: Lise Åserud, SCANPIX)
The shares in Aker Kværner ASA will trade on the Oslo Stock Exchange under ticker symbol AKVER.
The equity issue and listing are the last steps in a series of transactions in the formation of the new Aker Kvaerner group. During the past three weeks, the group has raised EUR 260 million in an international bond offering and agreed EUR 150 million in new senior bank debt. In addition the group has entered into new agreements with bonding providers reflecting the new group and releasing the existing parent company guarantee from Kværner ASA. Finally as part of the refinancing of the Kvaerner group, a change of borrower has been agreed for the approx NOK 4 billion subordinated debt from Kværner ASA to Aker Kværner ASA with maturity in 2011.
"With this new financial framework in place, we can now focus our attention on the continued building of our business and further develop our strong customer relations. We are world leaders in many niche markets. We will develop these positions further and seek to expand our activities in other core markets", Inge Hansen said.
The Aker Kvaerner group provides design, engineering, project management, procurement, products, construction, maintenance, modifications and related services to customers in niche industrial and geographic markets.
Its activities span a number of industries, including Oil & Gas production, Refining & Chemicals, Pharmaceuticals & Biotechnology, Mining & Metals, Power Generation and Pulp & Paper. Aker Kvaerner has aggregated annual revenues of approximately USD 4.5 billion and employs around 22,000 employees in more than 30 countries.
The pricing and allotment of shares in the share offering set out in the prospectus from Aker Kværner ASA dated 19 March 2004 took place on 1 April 2004. The price per share was set at NOK 130. A total of 16,153,846 shares were issued, resulting in gross proceeds to Aker Kværner ASA from the offering of NOK 2,099,999,980. In addition, 1,615,385 shares in Aker Kværner ASA were allotted pursuant to the over-allotment facility described in Section 3.7 of the prospectus, resulting in an aggregate allocation of 17,769,231 shares in connection with the offering. Approximately two thirds of the transaction has been allocated to international investors.
The shares issued by Aker Kværner ASA in connection with the offering equals 29.4 per cent of Aker Kværner ASA's aggregate share capital after the offering. Kværner ASA owns approximately 70.6 per cent of the outstanding shares in Aker Kværner ASA after the offering, which will be reduced to approximately 67.7 per cent if the over-allotment option (as defined in the prospectus) is fully exercised.
Allocation and registration of shares
In the institutional offering 215 investors have been allocated a total of 16,742,131 shares. In the public offering 1,158 investors have been allocated a total of 1,027,100 shares. The smallest allotment has been 100 shares. In the retail offering all applications received full allocation. This increases the number of shareholders owing minimum one lot of shares in Aker Kværner ASA with 1,373 investors.
Registration of the share issue in the Register of Business Enterprises is expected to take place on or about 7 April 2004, but earlier settlement of the allocated shares has been facilitated through a stock lending agreement between Kværner ASA and the managers Carnegie ASA and Enskilda Securities ASA.
Upon registration of the share issue in the Register of Business Enterprises, the managers will return shares borrowed from Kværner ASA by transferring to Kværner ASA a number of new shares equalling the number of shares borrowed.
Delivery of shares
For the institutional offering, delivery versus payment in respect of allocated shares will take place on 6 April 2004.
Delivery of shares in the retail offering, for which payment has been received, will also take place on 6 April 2004. The number of shares allotted to each investor in the retail offering is expected to be recorded at each investor's account in VPS on 2 April 2004. In the retail offering, it is anticipated that an amount corresponding to the allotted shares will be debited from these subscribers' bank accounts on or about 5 April 2004. In order to receive allotted shares, each retail subscriber must ensure that there are sufficient funds available on its account on 2 April 2004 and onwards.
"If-issued" trading from 2 April
Shares allocated in the share issue will be tradable on the Main List of Oslo Stock Exchange on an "if issued" basis from and including Friday 2 April 2004 to and including 6 April 2004. Pursuant to an agreement between Aker Kværner ASA and a guarantee syndicate lead by Carnegie ASA and Enskilda Securities ASA, the guarantee syndicate has guaranteed timely settlement of the entire share issue, subject only to certain force majeure events occurring prior to completion of the share issue.
In the event that (i) payments under the payment guarantee is required for completion of the share issue and (ii) the guarantee syndicate invokes the force majeure-provision on, or prior to, 6 April 2004, any trades in the shares carried out in the period and, as the case may be, any settlements made for trading in the shares, will be cancelled.
Carnegie ASA and Enskilda Securities ASA have acted as joint lead managers and book-runners in connection with the offering. DnB NOR Markets, Nordea Securities NUF and Pareto Securities ASA were appointed co-managers.
For further information please see the attached letter from the joint lead managers concerning the listing of Aker Kværner ASA, or contact:
Geir Arne Drangeid, SVP Group Communications, Aker Kvaerner. Tel: +47 913 10 458
Tore Langballe, Vice President, Aker Kvaerner, Group Comms. Tel: +47 67 51 31 06
Aker Kværner ASA is through its subsidiaries and affiliates ("Aker Kvaerner") a leading global provider of engineering and construction services, technology products and integrated solutions. The business within Aker Kvaerner spans a number of industries, including Oil & Gas production, Refining & Chemicals, Pharmaceuticals & Biotechnology, Mining & Metals, Power and Pulp & Paper. Aker Kvaerner has aggregated annual revenues of approximately USD 4.5 billion and employs around 22,000 employees in more than 30 countries.