Aker

Capital/Financing Update • Oct 23, 2023

Aker ASA: Aker Enables Refinancing of Solstad Offshore

Aker ASA: Aker Enables Refinancing of Solstad Offshore

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SECURITIES DESCRIBED HEREIN.

Fornebu, October 23, 2023 - Reference is made to the stock exchange notice by

Solstad Offshore ASA ("SOFF") today regarding the refinancing of Solstad

Shipholding AS ("Solstad"). Aker ASA (via its wholly owned subsidiary Aker

Capital AS, hereinafter "Aker") is pleased to announce that it has reached an

agreement with Solstad, AMSC ASA ("AMSC"), DNB Bank ASA ("DNB") and Export

Finance Norway ("Eksfin") for an overall refinancing solution which will create

a robust industrial platform going forward (the "Refinancing").

Aker has, together with Solstad, developed and negotiated NOK 9.7 billion in new

credit facilities, underwritten by DNB and Eksfin, to fully refinance the fleet

loan maturing 31 March 2024. As part of the Refinancing, Solstad will establish

a parent company for a new corporate structure ("Solstad NewCo") in which a

total of NOK 4.0 billion of new equity will be raised where Aker will contribute

minimum NOK 2.25 billion and underwrite an additional NOK 0.75 billion to

significantly improve the financial position of Solstad NewCo. In addition, AMSC

will contribute the owning entity for the CSV Normand Maximus against issuance

of NOK 1.0 billion equivalent of new shares in Solstad NewCo. The Refinancing

and its competitive terms have been made possible through Aker's strong and long

-term support to Solstad.

"The Refinancing will establish a robust industrial platform positioning Solstad

NewCo as a global leading offshore operator with one of the most modern fleets

of high-end vessels and a healthy balance sheet including NOK 4 billion of new

equity. I would like to extend my appreciation towards DNB and Eksfin for their

support in the Refinancing. The strong market outlook and the immediate

deleveraging provides a solid basis for increased value creation with a clear

ambition to initiate quarterly dividend payments from Solstad NewCo in 2024.

This will further strengthen and diversify upstream dividends in Aker. Aker

strongly supports the Solstad group, Solstad NewCo, its management team, and its

competent organization," said Øyvind Eriksen, President & CEO of Aker.

Aker has worked closely with Solstad, DNB and Eksfin to solve a challenging

refinancing situation which included multiple parties and diverging interests,

especially from non-bank debt holders which will be fully repaid. Due to the

complex nature of Solstad's current and potential liabilities, including a

residual claim from former lease arrangements with respect to CSV Normand

Maximus, the Refinancing entails the establishment of the Solstad NewCo

structure.

Proforma 2023 EBITDA for Solstad NewCo, including CSV Normand Maximus

contributed by AMSC, is estimated to be in the range of NOK 2.6-2.8 billion. Net

debt in Solstad NewCo is estimated to be NOK 7.7-7.9 billion at year-end 2023,

giving a Net Debt/EBITDA ratio below 3x. Solstad NewCo proforma 2024 EBITDA is

estimated to be in the range of NOK 3.3-3.5 billion. Net debt year-end 2024 is

estimated to be NOK 5.8-6.0 billion giving a Net Debt/EBITDA below 2x. Further,

Solstad NewCo proforma 2025 EBITDA is forecasted to be in the range of NOK 3.7

-4.1 billion.

The Refinancing will secure the position as a "going concern" for both SOFF and

Solstad NewCo. SOFF will retain around 27 percent ownership of Solstad NewCo

while existing shareholders of SOFF, excluding Aker, will receive subscription

rights to participate in the NOK 0.75 billion tranche of the private placement

of new shares, corresponding to around 14 percent ownership of Solstad NewCo.

This tranche of the private placement will be underwritten by Aker in order for

Solstad NewCo to satisfy certain requirements under the new credit facilities

entered into as part of the Refinancing. Aker's direct ownership of Solstad

Newco will be around 41 percent, depending on the extent the underwriting

arrangement will be utilized, in addition to around 15 percent financial

exposure through Aker's shareholding in Solstad and Akers' shareholding and TRS

arrangements in AMSC.

"The refinancing provides a solution to the benefit of all stakeholders in

Solstad. This combination will position both Solstad NewCo and the Solstad group

for future growth and shareholder value creation in the projected strong

offshore market going forward. Aker has been an instrumental contributor to the

Solstad group from day one and without Aker's support, both over the past years

and going forward, this Refinancing would not have been possible. Passing this

important milestone means that we have landed a solid industrial solution," said

Lars Peder Solstad, CEO of Solstad.

The Refinancing includes:

i. establishing a new corporate structure by contribution in-kind of certain

subsidiaries and activities of Solstad;

ii. a private placement directed towards Aker, raising gross proceeds of NOK

2.25 billion in cash against issuance of new shares in Solstad NewCo;

iii. a private placement underwritten by Aker and directed towards all other

existing shareholders in SOFF as of 27 October 2023, raising gross proceeds of

NOK 0.75 billion against issuance of new shares in Solstad NewCo;

iv. a private placement directed towards AMSC where the shares in the owning

entity for CSV Normand Maximus is contributed in-kind against issuance of NOK

1.0 billion equivalent of new shares in Solstad NewCo;

v. a new senior secured term loan of NOK 9.7 billion, including debt related to

CSV Normand Maximus, underwritten by DNB and Eksfin and a new senior secured RCF

of NOK 0.75 billion underwritten by DNB.

In connection with the transaction, Aker, Solstad and AMSC will enter into a

shareholders' agreement which gives each of Solstad and AMSC the right to

appoint one board member to the board of directors, while Aker shall have the

right to appoint a majority of the board members of Solstad NewCo. The

shareholders' agreement will contain other customary provisions, including an

intent to procure that the shares in Solstad NewCo are listed on a regulated

market within 12 months from closing of the transaction.

The components of the Refinancing are subject to customary closing conditions.

Completion of the Refinancing is expected to take place around year-end 2023.

About Solstad's offering

With more than 50 years of experience, the Solstad group is one of the leading

and most capable owners and operators of high-end offshore vessels offering

maritime excellence to the global offshore energy markets. With its modern

fleet, strong track-record, and solid competence, Solstad operates throughout

the offshore energy industry, within both oil and gas and renewables. While the

majority of Solstad's business has up to now been within oil and gas, its

flexible fleet has already and will increasingly meet the growing activity

within renewables. The renewables business currently accounts for about one

third of Solstad's EBITDA.

The existing Windstaller Alliance between Aker Solutions, DeepOcean and Solstad

within the renewables business will continue. The alliance combines the

expertise of three offshore industry leaders to deliver an integrated and highly

flexible service offering for offshore renewables projects. The three alliance

partners have been involved in more than 60 percent of floating wind projects in

Europe to date. In August 2023, the Windstaller Alliance successfully

demonstrated its integrated offering on a floating wind project offshore Spain

by executing a work scope including pre-survey, towing, mooring and dynamic

cable installation with connection of a floating turbine. Solstad's modern

vessels and competence was instrumental for the project, and the methodology

utilized by the alliance is directly transferable to floating offshore wind

projects worldwide.

For further information and the complete details about the refinancing

transaction and terms, please refer to Solstad Offshore ASA's announcement from

today available at Solstad's ticker "SOFF" on: https://newsweb.oslobors.no/

-END-

Media contact

Atle Kigen, Head of Media Relations and Public Affairs Aker ASA

Tel: +47 90 78 48 78

E-mail: atle.kigen@akerasa.com

Investor contact

Fredrik Berge, Head of Investor Relations Aker ASA

Tel: +47 45 03 20 90

E-mail: fredrik.berge@akerasa.com

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation article 7 and is subject to the disclosure requirements

pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading

Act.

This stock exchange announcement was published by Laila Hop, Paralegal, Aker

ASA, on October 23, 2023, at 07:49 CEST.