Aker — Share Issue/Capital Change 2021

Jan 27, 2021

AKER ASA: Aker Horizons - Contemplated private placement and convertible bond issue

AKER ASA: Aker Horizons - Contemplated private placement and convertible bond issue

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 previous stock exchange announcement made by Aker ASA

("Aker") on 19 January 2021 regarding the acquisition of Mainstream Renewable

Power (the "Acquisition"), a private placement (the "Private Placement") and a

listing on Euronext Growth Oslo (the "Listing", and together with the Private

Placement, the "IPO") of Aker Horizons with a plan for a subsequent transfer of

the listing to the Oslo Stock Exchange within 12 months.

Aker Horizons AS ("Aker Horizons" or the "Company"), the newly established

parent company of the Aker Horizons group, contemplates a private placement of

new shares in the Company (the Private Placement) to raise gross proceeds of up

to approximately NOK 4,150 million and (ii) a convertible bond issue of NOK

1,500 million (the "Convertible Bond Issue"). Aker will through its wholly-owned

subsidiary Aker Capital AS ("Aker Capital") subscribe for a total amount of NOK

2,000 million in the Private Placement and the Convertible Bond Issue.

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

be used to partially fund the Acquisition as well as for general corporate

purposes.

The Company has retained ABG Sundal Collier ASA ("ABGSC"), DNB Markets, a part

of DNB Bank ASA, Nordea Bank Abp, filial i Norge and Pareto Securities AS as

Joint Global Coordinators and Joint Bookrunners, and Carnegie AS and

Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners (the "Managers") to

advise on and effect the Private Placement and the Convertible Bond Issue.

The Private Placement

Through the Private Placement, the Company intends to issue up to 118,571,428

new shares (the "Offer Shares") to raise gross proceeds of approximately NOK

4,150 million (the "Offering Size"). The offer price is fixed at NOK 35.00 per

share (the "Offer Price"). In addition, the Managers may elect to over-allot up

to additional 11,857,142 existing shares equivalent to up to approximately NOK

415 million (the "Additional Shares"), representing 10 percent of the Offering

Size, in the Private Placement pursuant to an over-allotment option (the "Over

-Allotment Option").

After completion of the Private Placement and subject to full exercise of the

Over-Allotment Option and the Greenshoe Option (as defined below), the free

-float of the Company is expected to be approximately 20 percent.

The Private Placement is directed towards certain investors in each case subject

to, and in compliance with, applicable exemptions from relevant prospectus or

registration requirements. Further selling restrictions and transaction terms

will apply.

Aker will through its wholly-owned subsidiary Aker Capital subscribe for and be

allocated shares for NOK 500 million. Aker Capital will furthermore enter into a

customary lock-up agreement whereby all shares held by Aker Capital in the

Company, including the Offer Shares allocated to Aker Capital, will be subject

to lock-up for a period of 6 months from the first day of Listing. Additionally,

the members of the Company's management and the board of directors concerned

will enter into customary lock-up agreements whereby all shares held by them in

the Company will be subject to lock-up for a period of 12 months from the first

day of Listing.

Through a limited wallcrossing process, Aker Horizons has received significant

pre-commitments from leading domestic, Nordic and international institutional

investors and has agreed to provide the following investors a total minimum

allocation of NOK 2,100 million, representing approximately 50 percent of the

Offering Size, with a minimum of NOK 400 million to each of DNB Asset

Management, Folketrygdfondet (The Government Pension Fund Norway), Handelsbanken

Fonder and Swedbank Robur, and NOK 500 million to Aker Capital.

The bookbuilding period for the Private Placement will commence today, 27

January 2021 at 16:30 (CET) and will close on 28 January 2021 at 08:00 (CET).

Aker Horizons reserves the right to close or extend the bookbuilding period at

any time and for any reason at its sole discretion and without notice. The

minimum order size and allocation in the Private Placement will be the NOK

equivalent of EUR 100,000, provided that the Company may, at its sole

discretion, offer and allocate an amount below EUR 100,000, pursuant to any

applicable exemptions from the prospectus requirement being available.

Allocation of Offer Shares will be determined following the expiry of the

bookbuilding period by the Company's board of directors (the "Board") at their

sole discretion. The Company may focus on allocation criteria such as (but not

limited to) price, timeliness of the application, relative order size, sector

knowledge, perceived investor quality and investment horizon. Settlement is

expected to take place on or about 1 February 2021 on a delivery versus payment

basis.

The Completion of the Private Placement by delivery of the Offer Shares to the

investors being allocated shares is conditional upon (i) all necessary corporate

resolutions being validly made by the Company, including without limitation, the

Company's board of directors resolving to consummate the Private Placement and

allocate the Offer Shares and an extraordinary general meeting of the Company

resolving to issue the New Shares, (ii) the registration of the share capital

increase in the Company pertaining to the New Shares in the Norwegian Register

of Business Enterprises having taken place, and (iii) the agreement for the

Acquisition remaining in full force and effect at the time notice of the

registration of the share capital increase pertaining to the New Shares is sent

to the Norwegian Register of Business Enterprises.

The Company and the Managers reserve the right, at any time and for any reason,

to cancel, and/or modify the terms of, the Private Placement. Neither the

Company nor the Managers will be liable for any losses incurred by applicants if

the Private Placement is cancelled, irrespective of the reason for such

cancellation.

Aker Capital is expected to grant ABGSC, on behalf of the Managers (the

"Stabilisation Manager"), an option to borrow a number of shares equivalent to

the Additional Shares in order to enable the Managers to settle any over

-allotments made in the Private Placement. Pursuant to the Over-Allotment

Option, the Company is also expected to grant the Stabilisation Manager an

option (the "Greenshoe Option") to subscribe and have issued, at the Offer

Price, a number of new shares equal to the number of Additional Shares allocated

in the Private Placement to cover short positions resulting from any over

-allotments made in the Private Placement not covered through share purchases

made as part of any stabilization activities. The Greenshoe Option is

exercisable, in whole or in part, by the Stabilisation Manager within a 30-day

period commencing at the time trading in the shares commences on Euronext Growth

Oslo. 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 stabilisation activities, if any, will be to the benefit of

Aker Capital.

In connection with the Private Placement, the Company will also offer certain of

its employees to subscribe for new shares in the Company at the Offer Price,

less a 25 percent discount due to lock-up restrictions. The offer is capped at

the annual salary for each participant. The Company also intends to establish a

dedicated share investment program for the senior management with a similar lock

-up and pricing.

The Listing

The Company has applied for a listing on Euronext Growth Oslo and following

completion of the Private Placement, the Company is expected to be admitted to

trading on Euronext Growth Oslo, a multilateral trading facility operated by the

Oslo Stock Exchange. The first day of trading of the shares on Euronext Growth

Oslo is expected to occur on or about 1 February 2021 under the ticker symbol

"AKH".

Subject to completion of the Private Placement, the Board has resolved that it

will apply for listing on the Oslo Stock Exchange within 12 months after

completion of the Private Placement and the Company has already started on the

preparations.

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

the IPO and the Convertible Bond Issue. Advokatfirmaet Thommessen AS assists the

Managers in connection with the IPO and the Convertible Bond Issue.

The Convertible Bond Issue

The Company is offering convertible bonds (the "Convertible Bonds") of NOK 1,500

million in gross proceeds. Aker will subscribe for NOK 1,500 million in the

Convertible Bond Issue and will be allocated a minimum of NOK 1,200 million.

The Convertible Bonds will have a tenor of 5 years and will rank pari passu with

other subordinated debt of the Company, but is subordinated to senior debt of

the borrower in the event of a default under any of the Company's financial

arrangements. The Convertible Bonds will carry a fixed interest of 1.50 per cent

per annum which is paid in kind (i.e. additional bonds). The Convertible Bonds

will be convertible into shares at a 25 percent premium to the Offer Price,

subject to customary adjustment provisions.

The bookbuilding period for the Convertible Bond Issue will run in parallel with

and on corresponding terms to the bookbuilding period for the Private Placement.

The minimum application and allocation amount in the Convertible Bond Issue will

be NOK 2,000,000.

The Convertible Bond Issue will be directed towards certain investors in each

case subject to, and in compliance with, applicable exemptions from relevant

prospectus or registration requirements. Further selling restrictions and

transaction terms will apply.

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.