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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement made by Aker Solutions ASA (“Aker Solutions”) on 12 August 2020 regarding the two contemplated private placements (the “Private Placements”) in each of Aker Solutions’ subsidiaries Aker Offshore Wind Holding AS (“Aker Offshore Wind”) and Aker Carbon Capture AS (“Aker Carbon Capture” and together with Aker Offshore Wind, the “Subsidiaries”).
The Private Placements have been successfully placed, raising gross proceeds of approximately NOK 500 million in each of the Subsidiaries through the placing of 294,117,647 new shares in Aker Carbon Capture, each at a subscription price of NOK 1.70, and 340,136,054 new shares in Aker Offshore Wind Holding AS, each at a subscription price of NOK 1.47 (jointly, the “Offer Shares”). The Private Placements attracted strong interest from existing shareholders in Aker Solutions, as well as high quality ESG focused institutional Nordic and international investors.
Aker ASA, through its wholly-owned subsidiary, Aker Horizons AS, has subscribed for and been allocated 194,117,647 Offer Shares in Aker Carbon Capture and 217,687,074 Offer Shares in Aker Offshore Wind. Following the Private Placements and the Distribution (as further described below), Aker ASA’s total direct and indirect ownership in each company will be 51 percent.
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. Settlement instructions are expected to be distributed on 14 August 2020, with payment date on or about 20 August 2020 and delivery of Offer Shares to the subscribers on 26 August 2020. Following issuance of the Offer Share, Aker Carbon Capture will have an issued share capital of NOK 566,060,400 divided into 566,060,400 shares, each with a par value of NOK 1, and Aker Offshore Wind will have an issued share capital of NOK 612,078,807 divided into 612,078,807 shares, each with a par value of NOK 1.
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 Subsidiaries are currently wholly-owned subsidiaries of Aker Solutions. In connection with the Private Placements, the Subsidiaries will apply for listing of their shares on Merkur Market. Subject to completion of the Private Placements, the expected first day of trading will be on or about 26 August. At the same time, 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 (the “Distribution”). Such Distribution entails that all of Aker Solutions’ shares in the Subsidiaries will be distributed to Aker Solutions’ shareholders.
Shares in Aker Solutions will start to trade ex-dividend, i.e. without the right to shares in the Subsidiaries, on Monday 17 August 2020.
For eligible shareholders in Aker Solutions that are subject to withholding tax, a portion of the dividend shares will be withheld (the “Withheld Dividend Shares”) and sold to cover such tax. The withholding tax will be calculated based on the subscription price in the Private Placements. Fractions of shares will not be distributed, and for each shareholder subject to withholding tax, the Withheld Dividend Shares will be rounded up to the nearest whole number.
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.
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.
This press release may include forward-looking information or statements and is subject to our disclaimer, see https://akersolutions.com
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.