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Aker Horizons — Share Issue/Capital Change 2021
Feb 1, 2021
3530_rns_2021-02-01_312250fa-3c3a-44cd-8ce5-fb4e6564c6b2.html
Share Issue/Capital Change
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Stabilization and over-allotment notice
Stabilization and over-allotment notice
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Reference is made to the stock exchange announcement by Aker ASA on 28 January 2021 regarding Aker Horizon AS' ("Aker Horizons" or the "Company") successful completion of a private placement (the "Private Placement") and a convertible bond issue.
ABG Sundal Collier ASA (the "Stabilization Manager") may, on behalf of the Managers (as defined below), engage in stabilization activities of the shares of the Company (the "Shares") from today to and including 2 March 2021 (the "Stabilization Period").
As part of the Private Placement, the Managers have over-allotted 11,857,142 Shares to the applicants in the Private Placement, which equals 10% of the 118,571,428 new shares allocated in the Private Placement. In order to permit delivery in respect of over-allotments made, the Stabilization Manager, on behalf of the Managers, has borrowed a number of Shares (the "Over-allotment Option") equal to the number of over-allotted Shares from Aker Capital AS ("Aker Capital"), a wholly owned subsidiary of Aker ASA, and which will be redelivered to Aker Capital upon expiry of the Stabilization Period.
Further, the Company has granted the Stabilization Manager an option (the "Greenshoe Option"), which may be exercised on behalf of the Managers, to subscribe for a number of Shares up to the number of over-allotted Shares, at a price per Share equal to the offer price in the Private Placement of NOK 35 per share (the "Offer Price"). The Stabilization Manager can use the Greenshoe Option to close out short positions resulting from over-allotments made as part of the Private Placement.
Any stabilization activities will be conducted based on the same principles as set out in Section 3-12 of the Norwegian Securities Trading Act section 3-12 and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilization of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares.
Net profits from stabilization activities, if any, will be to the benefit of Aker Capital, while the Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent that, the Greenshoe Option is exercised.
ABG Sundal Collier ASA, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and Pareto Securities AS act as Joint Global Coordinators and Joint Bookrunners, and Carnegie AS and Skandinaviska Enskilda Banken AB (publ) act as Joint Bookrunners (and together with the Joint Global Coordinators the "Managers") for the the Private Placement.
Important Notice
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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", "expect", "anticipate", "strategy", "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 Aker 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Aker undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is for information purposes only and 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 Aker. Neither the Company, ABG Sundal Collier ASA, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge, Pareto Securities AS, Carnegie AS, Skandinaviska Enskilda Banken AB (publ) nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.