Philly Shipyard — Report Publication Announcement 2014

Mar 10, 2014

Aker Philadelphia Shipyard : Publication of Prospectus

Aker Philadelphia Shipyard : Publication of Prospectus

As previously announced, Aker Philadelphia Shipyard

ASA (Trading symbol: AKPS) (the "Company") will carry

out a subsequent offering (the "Subsequent Offering")

of up to 337,000 new shares towards those shareholders

in the Company as of the Record Date (as defined

below) that did not participate in the Private

Placement (as defined below).

Approval and Availability of the Prospectus:

The Norwegian Financial Supervisory Authority (Nw.

Finanstilsynet) has approved the prospectus of the

Company dated March 7, 2014, (the "Prospectus"), in

connection with (i) the Subsequent Offering and

listing of up to 337,000 new shares, each with a par

value of NOK 10.00 (the "Offer Shares") in the

Company, for gross proceeds of up to NOK 55.6 million,

or approximately USD 9 million, and (ii) the listing

of 2,250,000 new shares in the Company, each with a

par value of NOK 10.00 already issued under a private

placement (the "Private Placement") directed towards

certain institutional investors for gross proceeds of

NOK 371 million, or approximately USD 60 million.

The Prospectus will be available at the following

websites: www.phillyshipyard.com, and

www.paretosec.com. Hard copies of the Prospectus may

be obtained by contacting Pareto Securities (+47 22 87

87 00).

Subscription Period:

The subscription period for the Subsequent Offering

will commence at 09:00 a.m. CET on March 10, 2014 and

expire at 16:30 p.m. CET on March 18, 2014 (the

"Subscription Period").

Subscription Price:

NOK 165 per Offer Share.

Allocation Rights:

The Company will, subject to applicable securities

laws, allocate the Offer Shares to subscribers who

were registered as holders of shares in the Company in

its register of shareholders with the VPS as of expiry

of January 21, 2014 (the "Record Date") and who did

not participate in the Private Placement (each such

shareholder an "Eligible Shareholder", and

collectively, "Eligible Shareholders"). For each share

recorded as held in the Company as of expiry of the

Record Date, each Eligible Shareholder will be

entitled to allocation of approximately 0.21

Subscription Rights, rounded down to the nearest whole

Subscription Right. One (1) Subscription Right will

give the right to subscribe for one (1) Offer Share.

Converto Capital Fund AS ("Converto"), the Company's

largest shareholder, has agreed not to be allocated

Subscription Rights and Offer Shares in the Subsequent

Offering.

Oversubscription and subscription without Subscription

Rights will not be allowed.

The Subscription Rights will not be tradable. The

Eligible Shareholders who do not use their

Subscription Rights will experience a significant

dilution. The Subscription Rights would normally have

an economic value if the shares trade above the

Subscription Price during the Subscription Period.

Upon expiry of the Subscription Period, the

Subscription Rights will expire and have no value.

Interests Held Through Financial Intermediaries:

If an Eligible Shareholder holds shares registered

through a financial intermediary as of expiry of the

Record Date, the financial intermediary will

customarily give the Eligible Shareholder details of

the Subscription Rights to which it will be entitled.

The relevant financial intermediary will customarily

supply each Eligible Shareholder with this information

in accordance with its usual customer relations

procedures. Eligible Shareholders holding their

interests through a financial intermediary should

contact the financial intermediary in order to receive

information with respect to the Subsequent Offering.

Note that the deadline for doing so might be earlier

than 16:30 p.m. CET on March 18, 2014.

Other Guidance:

Eligible Shareholders will receive a copy of the

Prospectus together with a pre-filled subscription

form by regular mail. In order to subscribe for Offer

Shares, investors need to complete the subscription

form and submit it to Pareto Securities such that it

is received within 16:30 p.m. CET on March 18, 2014.

Norwegian citizens may also subscribe for Offer Shares

online by following the link at one of the web pages

listed above, which will direct the investor to the

VPS online subscription system.

Return of Shares to Converto; Commencement of Trading:

The 2,250,000 shares issued in the share capital

increase registered on February 14, 2014 were

delivered to Converto as return of shares borrowed

under a share lending agreement between the Company,

Pareto Securities and Converto, used for delivery of

shares to the investors who participated in the

Private Placement. In anticipation of the approval of

the Prospectus, the new shares delivered to Converto

were registered on a separate non-tradable ISIN with

the VPS under ISIN NO 001 0704174.

The new shares will today assume the ordinary ISIN of

the Company's shares, NO 001 0395577, and be tradable

on Oslo Axess under the Company's trading symbol

"AKPS".

Manager:

Pareto Securities has acted as Sole Lead Manager in

connection with the Private Placement and the

Subsequent Offering.

***

For further information, please refer to the

Prospectus.

***

Contacts

Aker Philadelphia Shipyard ASA

Kristian Røkke, CEO

Philadelphia, PA, USA

Tel: +1 215 875 2745

Jeff Theisen, CFO

Philadelphia, PA, USA

Tel: +1 215 875 2678

Important Information About this Release

This information is subject to disclosure under the

Norwegian Securities Trading Act, Section 5-12.

This announcement is not and does not form a part of

any offer for sale of any securities, and is for

release, publication or distribution, directly or

indirectly, in the United States, or any other

jurisdiction in which such distribution would be

unlawful or would require registration or other

measures. Securities may not be sold in the United

States absent registration with the United States

Securities and Exchange Commission or an exemption

from registration under the U.S. Securities Act of

1933, as amended. Aker Philadelphia Shipyard ASA does

not intend to register its securities in the United

States.

The Subsequent Offering of securities will be made by

means of the Prospectus that contains detailed

information about the Company and management, as well

as financial information. This document is an

announcement and not a prospectus for the purposes of

Directive 2003/71/EC. Investors should not subscribe

for any securities referred to in this document except

on the basis of information contained in the

Prospectus.

The distribution of this announcement and/or the

Prospectus into jurisdictions other than Norway may be

restricted by law. Persons into whose possession this

announcement comes should inform themselves about and

observe any such restrictions. Any failure to comply

with these restrictions may constitute a violation of

the securities laws of any such jurisdiction.

This announcement has not been approved by any

regulatory authority.