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Aker BP

Investor Presentation Dec 21, 2021

3528_rns_2021-12-21_fcc79c01-ebc6-45ca-9c46-0f48fdfcdf71.pdf

Investor Presentation

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The E&P company of the future

Aker BP acquiring Lundin Energy

21 December 2021

Important information

THIS DOCUMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, ITS TERRITORIES, DEPENDENCIES OR POSSESSIONS, INCLUDING ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, OR AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO ANY RESIDENT THEREOF, OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR AN INVITATION TO BUY OR SELL SECURITIES IN ANY JURISDICTION.

This presentation (the "Presentation") has been prepared by Aker BP ASA (the "Company") for information purposes. For the purposes of this notice "Presentation" means this document, its contents or any part of them, any oral presentation, any question and answer session and any written or oral materials discussed or distributed therein.

This Presentation has been prepared for information purposes only, and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the Presentation nor anything contained herein shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This Presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This Presentation is intended to present background information on the Company, its business and the industry in which it operates and is not intended to provide complete disclosure upon which an investment decision could be made.

This Presentation does not constitute notice to an extraordinary general meeting or a merger document. Any decision with respect to the proposed statutory merger of Aker BP ASA ("Aker BP") and Lundin Energy ("Lundin Energy") in accordance with the Norwegian Companies Act and the Swedish Companies Act (the "Merger") should be made solely on the basis of information to be contained in the actual notices to the extraordinary general meetings of Aker BP and Lundin Energy, as applicable, and the merger document related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger document, which will be available prior to the extraordinary general meeting of shareholders at which the matters set out herein will be subject to vote, for more complete information about the Merger. You should also perform an independent analysis of the information contained therein and the merger document when making any investment decision.

This presentation contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the combined company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forwardlooking statements. They speak only as at the date of this presentation and neither Aker BP nor Lundin Energy undertakes any obligation to update these forward-looking statements. Past performance of Aker BP and Lundin Energy does not guarantee or predict future performance of the combined company. Moreover, Aker BP, Lundin Energy and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this presentation, or at all.

This Presentation is furnished by the Company, and it is expressly noted that no representation or warranty, express or implied, as to the accuracy or completeness of any information included herein is given by the Company. The information in this Presentation has not been independently verified. The contents of this Presentation are not to be construed as financial, legal, business, investment, tax or other professional advice. Each recipient should consult with its own professional advisors for any such matter and advice. Generally, any investment in the Company should be considered as a high-risk investment. The information in this Presentation is not intended to predict actual results and no assurances are given with respect thereto. None of the Company, its advisers, connected persons or any other person accepts any liability whatsoever for any loss howsoever arising, directly or indirectly, from this presentation or its contents.

Information provided on the market environment, developments, trends and on the competitive situation is based on data and reports prepared by third-parties and/or the Company, and is derived from the Company's own information and the information sourced from such third-parties. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. This Presentation is current as of 21 December 2021. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date.

The distribution of this Presentation by the Company in certain jurisdictions is restricted by law. Accordingly, this Presentation may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations.

This presentation is not an offer of merger consideration shares or solicitation of votes in connection with the merger and it is not intended for distribution in or into the United States or in any other jurisdiction in which such distribution would be prohibited by applicable law. The merger consideration shares, and any offering thereof, have not been and will not be been registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court as first venue.

The E&P company of the future

Complementary assets, higher shareholder returns, and pole position in a lower carbon energy future

Scale

Creating a world-class E&P company

  • Second largest producer on the NCS, with substantial growth
  • Reserves and resources of 2.7 billion boe1)
  • Cost- and operational synergies

Quality Increased value creation

  • Low cost/low carbon assets, including 31.6% stake in Johan Sverdrup
  • Great team, digital leadership and operational excellence
  • Backed by long-term industrial shareholders

Returns

Financially stronger through the cycle

  • Accelerated cash flow profile and enhanced balance sheet resilience
  • Investing in profitable growth
  • Increasing 2022 dividend payment
  • Investment grade rating and low funding cost

Transaction summary

Combined market cap of USD ~20.4 billion1)

Key terms and conditions

  • In return for Lundin's oil and gas related assets, Lundin Energy's shareholders will receive
    • ~7.76 USD/share in cash
    • ~0.95 shares in Aker BP for each Lundin Energy share held
  • Lundin Energy's shareholders will retain shares in Lundin Energy AB, which is not being acquired
  • Shareholder approval (2/3) in Aker BP and Lundin Energy
  • Aker, BP and Nemesia have 6-month lock-up on their Aker BP shares from closing and have provided irrevocable voting undertakings in favour of the merger

Corporate structure

  • Headquartered at Fornebu and listed on Euronext Oslo Børs
  • Aker BP's CEO to lead the combined company
  • Ashley Heppenstall to be elected as new member of the Aker BP Board

Timeline

  • Lundin Energy's 2022 AGM
  • Aker BP EGM to be held by end of Q1-2022
  • Completion targeted in Q2-2022
  • 1) Based on the total amount of shares outstanding after closing of the transaction at EOD price of Aker BP 20.12.2021, and FX USDNOK 9.04
  • 2) Nemesia is an investment company wholly owned by a Lundin family trust

Post-transaction ownership structure

Equity in combined entity: 57% Aker BP and 43% Lundin Energy

Strong correlation in historical trading patterns

The exchange ratio reflects historical trading relationship between the shares

Key figures of the combined company

1.5

billion boe year-end 2020 2C resources

1.2

billion boe year-end 2020 Oil and gas production

Operational cost

Lowest CO2 footprint

~400

mboepd 2021 estimate

USD per boe 2021 estimate

<7

kg per boe 2020

6

3.8

Portfolio of high-quality assets on the NCS

Large scale, low risk assets in operation

Asset Status Interest Reserves1) Production2)
Johan Sverdrup Partner 31.6% 792 mmboe 169.5 mboepd
Valhall area Operator 90% 302 mmboe 41.5 mboepd
Edvard Grieg area Operator 65% 153 mmboe 71.3 mboepd
Skarv area Operator 24-30% 97 mmboe 34.5 mboepd
Alvheim area Operator 47-80% 86 mmboe 57.3 mboepd
Ivar Aasen Operator 36% 42 mmboe 16.0 mboepd
Ula area Operator 15-80% 40 mmboe 8.5 mboepd

1) Reserves per 31.12.2020 according to company reports

2) Production for first 9 months 2021

Creating an industry leader – low cost and low carbon intensity

Industry-leading low cost producer Opex (USD per boe) 2021e1)

Lowest CO2 emissions intensity in the industry kg CO2 /boe 2020e1)

1) Source: Rystad. Selection of independents with production>100 mboepd in 2021e and mainly offshore assets. Includes APA , BHP, COP, BHR, HES, MUR, Neptune Energy, OXY, Spirit Energy, Vår Energy, Wintershall DEA, WPL

2) Numbers for AKRBP based on 2021e production weighted opex/boe and 2020 kg CO2 /boe, based on Rystad estimates

Profitable production growth

Complementary production profiles with plans to sanction >800 mmboe by end-2022

Capital allocation priorities

Growing capital distribution in line with value creation Aker BP dividends

Maintain sufficient financial capacity

Invest in profitable growth

  • 3 Current quarterly dividend increased by 14 percent to USD 0.475 per share from January 2022
    • Proposal for the combined company to continue to pay this increased annual dividend of USD 1.90 per share
    • Ambition to increase dividends by a minimum of 5% per annum from 2023 onwards at oil prices above 40 \$/bbl

The E&P company of the future

Scale Creating a world-class E&P company

Quality Increased value creation

Return

Financially stronger through the cycle

www.akerbp.com

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