Dissolution of Joint Ownership in Aker Kværner Holding AS – Primary Insider Notification and Joint Disclosure of Shareholdings

Reference is made to the stock exchange announcement made by Aker ASA ("Aker") on July 17, 2020, and the announcement by the Norwegian state, represented by the Ministry of Trade, Industry and Fisheries (”NMTIF”), on the same date, where it amongst others was informed that Aker and NMTIF had agreed to dissolve the joint ownership in Aker Kværner Holding AS (“AKH”), subject to parliamentary authorization. On December 17, 2020, the Parliament provided the Ministry of Trade, Industry and Fisheries with the necessary authorizations to execute the dissolution of the joint ownership.

The joint ownership in AKH will be dissolved in accordance with the agreed terms: NMTIF will transfer all its shares in AKH to AKH, resulting in Aker becoming the sole owner of AKH. In exchange for the shares in AKH, AKH will transfer to NMTIF a number of its shares in Aker Solutions ASA, Akastor ASA, Aker Offshore Wind AS and Aker Carbon Capture AS corresponding to NMTIF’s proportional shareholding in AKH prior to the dissolution of AKH (30%). The necessary transaction documents will be entered into, and the transactions executed, as soon as possible.

Prior to or at the latest simultaneously with the execution of the dissolution, Aker’s shareholdings held directly by Aker in Aker Solutions ASA (23,656,762 shares) and Akastor ASA (23,331,762 shares) will be transferred to AKH, at a price per share equal to the closing price on Oslo Stock Exchange on the execution date.

Following the abovementioned transactions, the shareholdings in Aker Offshore Wind AS and Aker Carbon Capture AS held by Aker and by AKH will be transferred to Aker Horizons AS, which is 100% controlled by Aker. These share transfers will be done at share prices equal to the closing price on Euronext Growth on the relevant execution date.

The abovementioned transactions will result in all shares held by Aker in Aker Solutions ASA and Akastor ASA being held indirectly via AKH, and all shares held by Aker in Aker Offshore Wind AS and Aker Carbon Capture AS will be owned by Aker Horizons AS.

The number of shares transferred and the shareholdings following completion of the abovementioned transactions, will comprise the following:

  • Aker will transfer 23,331,762 shares in Akastor ASA to AKH. AKH will transfer 33,100,085 shares in Akastor ASA equaling to 12.08% of the total shares and votes outstanding to NMTIF, which will constitute NMTIF’s total shareholding in Akastor ASA following the transaction. NMTIF holds no additional rights to shares or votes. Subsequent to these transactions AKH will own 100,565,292 shares in Akastor equaling to 36.70% of the shares outstanding. AKH holds no additional rights to shares or votes.
  • Aker will transfer 23,656,762 shares in Aker Solutions ASA to AKH. AKH will transfer 60,185,885 shares in Aker Solutions ASA equaling to 12.23% of the total shares and votes outstanding to NMTIF, which will constitute NMTIF’s total shareholding in Aker Solutions ASA following the transaction. NMTIF holds no additional rights to shares or votes. Subsequent to these transactions AKH will own 164,090,489 shares in Aker Solutions ASA equaling to 33.34% of the shares outstanding. AKH holds no additional rights to shares or votes.
  • AKH will transfer 33,100,085 shares in Aker Offshore Wind AS equaling to 4.88% of the total shares and votes outstanding to NMTIF, which will constitute NMTIF’s total shareholding in Aker Offshore Wind AS following the transaction. NMTIF holds no additional rights to shares or votes. Thereafter, Aker will transfer 17,331,762 shares and AKH 77,233,530 shares to Aker Horizons AS resulting in Aker Horizons AS becoming the owner of 346,262,406 shares in Aker Offshore Wind AS equaling to 51.02% of the shares outstanding. Aker Horizons AS holds no additional rights to shares or votes.
  • AKH will transfer 33,100,085 shares in Aker Carbon Capture AS equaling to 5.85% of the total shares and votes outstanding to NMTIF, which will constitute NMTIF’s total shareholding in Aker Carbon Capture AS following the transaction. NMTIF holds no additional rights to shares or votes. Thereafter, Aker will transfer 17,331,762 shares and AKH 77,233,530 shares to Aker Horizons AS resulting in Aker Horizons AS becoming the owner of 288,682,939 shares in Aker Carbon Capture AS equaling to 51.00% of the shares outstanding. Aker Horizons AS holds no additional rights to shares or votes.

This information is subject of the disclosure requirements pursuant to section 4-2, section 4-3 of the Norwegian Securities Trading Act.