Aker — Capital/Financing Update 2020

Jun 19, 2020

Aker ASA: Aker BioMarine AS - Update on the private placement

Aker ASA: Aker BioMarine AS - Update on the private placement

NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE

UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR

ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES

LAWS OR REGULATIONS.

Reference is made to the announcement published on 19 June 2020, regarding the

commencement of the application period in a private placement of new shares (the

"Private Placement") in Aker BioMarine AS (the "Company"). Aker ASA and the

Company have been informed that the Joint Bookrunners (defined below), during

the course of today received orders such that the Private Placement is

oversubscribed.

The application period closes at 16:30 CEST on 26 June 2020. The application

period may be shortened or extended at any time and on short notice. In the

event of an extension of the application period, the allocation date, the

payment due date and the date of the listing as set out in the announcement on

19 June 2020 may be changed accordingly.Arctic Securities AS, DNB Markets, a

part of DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ.) (Oslo branch)

have been engaged as Joint Bookrunners (the "Joint Bookrunners") for the Private

Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.

For further information, please contact:

Katrine Klaveness, Chief Financial Officer, Aker BioMarine AS

Telephone: +47 99 15 89 15

Torbjørn Kjus, Chief Economist & Head of Investor Relations, Aker ASA

Telephone +47 94 14 77 30

Atle Kigen, Head of Corporate Communications, Aker ASA

Telephone + 47 90 78 48 78

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 Joint Bookrunners 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 Company, its 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 Company.

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 comes 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 Company 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 Company. The

Joint Bookrunners and their affiliates are acting exclusively for the Company

and Aker and no-one else in connection with the Private Placement. They will not

regard any other person as their respective clients in relation to the Private

Placement and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients, nor for

providing advice in relation to the Private Placement, the contents of this

announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Joint Bookrunners 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 Company or related investments in connection with the Private Placement 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 Joint Bookrunners and any of their affiliates acting as

investors for their own accounts. The Joint Bookrunners 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 Company 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 Company, Aker, each of the Joint Bookrunners

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 Private Placement and the contemplated Listing may be influenced by a range

of circumstances, such as market conditions, and there is no guarantee that the

Private Placement 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.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date and are subject to change without notice.

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 Company. Neither the Joint Bookrunners nor any of

their respective affiliates accepts any liability arising from the use of this

announcement.

Each of the Company, Aker and the Joint Bookrunners, 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.