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RNS - Aker Solutions ASA: Aker Carbon Capture AS and Aker Offshore Wind Holding AS - Contemplated Private Placement and Listing on Merkur Market

Company: Aker Solutions Date: 2020-08-12 Language: English Register to download
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 Aker Solutions ASA: Aker Carbon Capture AS and Aker Offshore Wind Holding AS - Contemplated Private Placement and Listing on Merkur Market

# Aker Solutions ASA: Aker Carbon Capture AS and Aker Offshore Wind Holding AS - Contemplated Private Placement and Listing on Merkur Market

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.  

  

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.