Aker — Share Issue/Capital Change 2021

Jan 28, 2021

Aker ASA: Aker Horizons - Private Placement and convertible bond issue successfully placed

Aker ASA: Aker Horizons - Private Placement and convertible bond issue successfully placed

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Reference is made to the stock exchange announcement by Aker ASA on 27 January

2021 regarding Aker Horizon AS' ("Aker Horizons" or the "Company") contemplated

(i) private placement of new shares in the Company raising up to approximately

NOK 4,150 million in gross proceeds (the "Private Placement") and (ii) a

convertible bond issue of NOK 1,500 million (the "Convertible Bond Issue"). The

Company is pleased to announce that the Private Placement and the Convertible

Bond Issue have been successfully placed.

The Private Placement was multiple times over-subscribed and attracted

significant interest from leading domestic, Nordic and international

institutional investors including DNB Asset Management, Folketrygdfondet (The

Government Pension Fund Norway), Handelsbanken Fonder and Swedbank Robur.

The Private Placement consisted of 118,571,428 new shares (the "New Shares") at

NOK 35 per share (the "Offer Price") raising gross proceeds of approximately NOK

4,150 million and an over-allotment of 11,857,142 additional shares (the

"Additional Shares", and together with the New Shares, the "Private Placement

Shares"), representing 10 percent of the New Shares allocated in the Private

Placement and bringing total proceeds raised in the Private Placement to NOK

4,565 million.

The Additional Shares will be settled by existing shares borrowed from Aker

Capital AS ("Aker Capital") by the Managers (as defined below) (the "Over

-allotment Option"), and which will be redelivered to Aker Capital upon expiry

of the stabilization period described below. The Company has granted ABGSC (as

defined below), acting as stabilization manager on behalf of the Managers (the

"Stabilization Manager"), an option to subscribe, at a price of NOK 35.00 per

share (which is equal to the Offer Price in the Private Placement), up to a

number of additional new shares equal to the number of Additional Shares to

cover any short positions resulting from the over-allotment of the Additional

Shares (the "Greenshoe Option"). The Company will only receive the proceeds from

the sale of the Additional Shares to the extent that the Greenshoe Option is

exercised. In the Convertible Bond Issue, the Company placed convertible bonds

raising NOK 1,500 million in gross proceeds.

The net proceeds from the Private Placement and the Convertible Bond Issue will

be used to partially fund the acquisition of Mainstream Renewable Power (the

"Acquisition") as well as for general corporate purposes.

Aker Capital, a wholly owned subsidiary of Aker ASA, was allocated Private

Placement Shares for approximately NOK 500 million in the Private Placement and

NOK 1,200 million of the Convertible Bond Issue. Aker Capital will, in addition

to the convertible bonds, own 464,285,714 shares in the Company following

completion of the Private Placement, representing 80.0 percent of the

outstanding shares in the Company if the Greenshoe Option is exercised in full

and 81.7 percent if the Greenshoe Exercise is not exercised. Notification of

allotment of the Private Placement Shares, including settlement instructions,

will be sent to the applicants allocated Private Placement Shares through a

notification from the Managers on 28 January 2021. The Private Placement will be

settled by the Managers on a delivery-versus-payment basis on or about 1

February 2021. The delivery-versus-payment settlement in the Private Placement

is facilitated by a pre-funding agreement entered into between the Company and

the Joint Global Coordinators (as defined below).

In connection with the Private Placement, certain of the Company's employees

were also offered to subscribe for new shares in the Company (the "Employee

Offering" and together with the Private Placement, the "Offering"). A total of

322,088 new shares were subscribed and allocated in the Employee Offering (the

"Employee Shares", and together with the New Shares, the "Offer Shares") at the

Offer Price, less a 25 percent discount due to lock-up restrictions.

Furthermore, as part of an incentive program for leading employees in the

Company carried out in conjunction with the Private Placement, certain leading

employees in the Company have subscribed for shares in the Company's wholly

owned subsidiary, Aker Horizons Holding AS, which may be exchanged into shares

in the Company after expiry of a three year lock-up period, or sold to the

Company for the corresponding cash value (the "Incentive Program").

Following completion of the Offering, the Company will have 568,893,516 shares,

each with a nominal value of NOK 1.

The allocation of the Private Placement Shares and the Employee Shares and the

issue of the Offer Shares have been resolved by the Company's Board of Directors

and general meeting, respectively. The completion of the Private Placement by

delivery of the Private Placement Shares is subject to: (i) the registration of

the share capital increase in the Company pertaining to the New Shares in the

Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken

place and (ii) the agreement for the Acquisition remaining in full force and

effect at the time notice of the registration of the share capital increase is

sent to the Norwegian Register of Business Enterprises. The Completion of the

Employee Offering is conditional upon completion of the Private Placement.

The Company's shares are expected to commence trading on Euronext Growth Oslo, a

multilateral trading facility, on or about 1 February 2021 (the "Listing", and

together with the Private Placement, the "IPO"). The Board of the Company has

resolved that it will apply for listing on the Oslo Stock Exchange within 12

months from first day of Listing and the Company has already started on the

preparations.

The following primary insiders were allocated shares in the Private Placement at

the Offer Price:

· Øyvind Eriksen (President & CEO), through his wholly owned subsidiary Erøy

AS, was allocated 285,714 Private Placement Shares

· Svein Oskar Stoknes (Chief Financial Officer) was allocated 29,825 Private

Placement Shares

· Torbjørn Kjus (Chief Economist) was allocated  59,651 Private Placement

Shares

· Martin Bech Holte (Investment Director) was allocated 29,825 Private

Placement Shares

Additionally, the following primary insiders of the Company have subscribed for

shares in the Employee Offering and/or the Incentive Program:

· Kristian Røkke (CEO) has subscribed for shares in the Incentive Program that

may be exchanged into 952,380 shares in the Company

· Nanna Tollefsen (CFO) has subscribed for shares in the Incentive Program

that may be exchanged into 190,476 shares in the Company

· Erik Otto Nyborg (Investment Director) has subscribed for shares in the

Incentive Program that may be exchanged into 476,190 shares in the Company

· Karl-Petter Løken (Investment Director) has subscribed for shares in the

Incentive Program that may be exchanged into 47,619 shares in the Company. He

has also subscribed for 11,714 Employee Shares in the Employee Offering.

· Ola Beinnes Fosse (Acting CFO), has subscribed for 11,714 Employee Shares in

the Employee Offering.

· Frode Strømø (General Counsel) has subscribed for 17,428  Employee Shares in

the Employee Offering.

The Stabilization Manager, on behalf of the Managers, may carry out

stabilization activities during the period commencing on the first day of

trading of the Company's shares (the "Shares") on Euronext Growth Oslo and

ending at the close of trading on the 30th calendar day following such day. 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. 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. Net profits from stabilization activities, if

any, will be to the benefit of Aker Capital.

ABG Sundal Collier ASA ("ABGSC"), 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") to advise on and effect the Private Placement and

the Convertible Bond Issue.

Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with

the IPO and the Convertible Bond Issue. Advokatfirmaet Thommessen AS acts as

legal advisor to the Managers in connection with the IPO and the Convertible

Bond Issue.

For further information, please contact:

Atle Kigen, Head of Corporate Communications, Aker ASA

Tel: +47 90784878

Email: atle.kigen@akerasa.com

Christina Chappell Glenn, Head of Investor Relations, Aker ASA

Tel: +47 90532774

Email: christina.glenn@akerasa.com

Ivar Simensen, Communications, Aker Horizons

Tel: +47 46402317

Email: ivar.simensen@akerhorizons.com

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.