Philly Shipyard — Share Issue/Capital Change 2014

Jan 17, 2014

Aker Philadelphia Shipyard : AKPS EQUITY RAISE-TRANSACTION DETAILS

Aker Philadelphia Shipyard : AKPS EQUITY RAISE-TRANSACTION DETAILS

Reference is made to the announcement distributed separately today that Aker

Philadelphia Shipyard ASA (Trading symbol: AKPS) (the "Company") has completed a

private placement, which forms part of a proposed equity raise of the Company

(the "Equity Raise").

Key Information

The Equity Raise will include the following:

* The raising of NOK 371 million, or approximately US$ 60 million, in gross

proceeds from an equity private placement (the "Private Placement"). The

book-building was completed on 16 January 2014, and resulted in conditional

allocations of a total of 2,250,000 new shares, at a subscription price of

NOK 165 per share.

* A subsequent offering of up to 337,000 new shares to those shareholders of

the Company as of the Record Date (as defined below) that did not

participate in the Private Placement (the "Subsequent Offering").

The Equity Raise is undertaken with a view to:

* increase the Company's financial flexibility;

* provide for near-term funding of the tankers being built in partnership with

Crowley and to fund the equity investment in these vessels and other

potential joint venture vessels; and to

* secure funds for general corporate purposes.

The completion of the Equity Raise is, among other things, conditional upon

shareholder approval at an extraordinary general meeting to be convened, and

planned to be held on or about 7 February, 2014 (the "Shareholders Meeting").

The table below provides certain key data relating to the Private Placement and

the Subsequent Offering.

Private Placement, Per Share Issue NOK 165

Price............................................

Private Placement, Number of Shares to be 2,250,000

Issued.................................

Subsequent Offering, Per Share Issue NOK 165

Price..........................................

Subsequent Offering, Number of Shares to be up to 337,000

Offered.............................

Percentage split of the Company's post-Equity Raise Share Capital (rounded):

Pre-Equity Raise Share Capital 79.7%

.......................................................

Private Placement Share 17.6%

Capital......................................................

Subsequent Offering Share 2.6%((1))

Capital...................................................

_____

((1)       )Assuming that the Subsequent Offering is fully subscribed.

Following (and subject to) approval by the shareholders at the Shareholders

Meeting, and on the basis of a prospectus to be approved by the Norwegian

Financial Supervisory Authority (Nw. Finanstilsynet) (the "NFSA"), the Company

will (subject to applicable securities laws) offer shareholders of the Company,

who were registered as shareholders in the Company's register of shareholders

with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the

"VPS") as of expiry of 21 January 2014 (the "Record Date") (i.e. shareholders as

of expiry of 16 January, 2014), to subscribe for new shares in the Subsequent

Offering. Hence, the shares of the Company will trade exclusive of the

conditional right to participate in the Subsequent Offering from and including

17 January 2014. The subscription period in the Subsequent Offering is expected

to run in March 2014.

The table below sets forth certain indicative dates in respect of the completion

of the Equity Raise (all dates subject to change).

Extraordinary General Meeting......................................................... On or

around 7

February

2014

Delivery of Private Placement Shares.................................................. On or

around

13

February,

2014

Registration of Private Placement

Share Capital

Increase................................................................ On or

around

13

February

2014

Publication of Prospectus and Admission of Trading of Private     Placement

Shares..................................................................................

On or

around 1

March

2014

Subscription Period in the Subsequent Offering....................................... Expected

to run in

March

2014

No assurance can be given as to whether the Equity Raise actually will be

completed, as the completion of the Equity Raise is conditional on approvals

beyond the Company's control.

For further information about the different components of Equity Raise, see

below.

The Private Placement

On 16 January 2014, the Company completed a book-building for the raising of

gross proceeds of NOK 371 million, or approximately US$ 60 million by way of the

Private Placement.

Completion of the Private Placement is conditional upon, among other things, the

shareholders of the Company resolving to implement the Private Placement at the

Shareholders Meeting planned to be held on or around 7 February 2014. If

completed, 2,250,000 new shares will be issued in the Private Placement. The

existing shareholders' preferential right will be derogated from in order to

allow for the Private Placement.

The Private Placement shares will be subscribed for at an issue price of NOK

165 per share. Through the Private Placement, the Company's nominal share

capital will be increased by up to NOK 22,500,000, from NOK 101,653,050 and up

to NOK 124,153,050.

The Private Placement shares will be registered with the VPS in book-entry form

and rank in parity with all other shares in the Company, and carry one vote per

share. The Private Placement shares will carry full shareholder rights as of the

date of the registration of the share capital increase with the Norwegian

Register of Business Enterprises (Nw. Foretaksregisteret), and the Private

Placement shares are expected to be issued and delivered in the VPS on or around

13 February 2014.

Delivery of the shares allocated in the Private Placement will, in order to

facilitate delivery-versus-payment and delivery of already listed shares to the

subscribers following the Shareholders Meeting, be made by delivery of existing

and unencumbered shares in the Company, pursuant to a share lending agreement

entered into between the Company, the Manager and Converto Capital Fund AS.

The Subsequent Offering

The Board of Directors of the Company will propose that the shareholders at the

Shareholders Meeting resolves to grant the Board of Directors an authorization

to effectuate the Subsequent Offering of up to 337,000 new shares (equal to up

to 15% of the size of the Private Placement), in order to allow shareholders of

the Company that do not participate in the Private Placement to subscribe for

new shares at the same issue price that will apply to the Private Placement, and

such that these shareholders can reduce the dilution they otherwise will

experience as a result of the Private Placement.

Following (and subject to) approval by the shareholders at the Shareholders

Meeting, and on the basis of a prospectus to be approved by the NFSA, the

Company will, in the Subsequent Offering (subject to applicable securities laws)

allocate the shares to subscribers who were registered as holders of shares in

the Company in the register of shareholders of the Company with the VPS as of

expiry of 21 January 2014 (the Record Date) (i.e. shareholders as of expiry of

16 January 2014). Hence, the shares of the Company will trade exclusive of the

conditional right to participate in the Subsequent Offering from and including

17 January 2014.

Manager

Pareto Securities AS has acted as Sole Lead Manager in connection with the

Private Placement and Subsequent Offering.

* * * * * *

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 Act,

Section 5-12.

This announcement is not and does not form a part of any offer for sale of any

securities. Not 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.

These materials are not an offer for sale of securities in any jurisdiction.

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 (the "Securities

Act"). Aker Philadelphia Shipyard ASA does not intend to register of its

securities in the United States.

This release includes and is based, inter alia, on forward-looking information

and statements that are subject to risks and uncertainties that could cause

actual results to differ. Such forward-looking information and statements are

based on current expectations, estimates and projections about global economic

conditions, the economic conditions of the regions and industries that are major

markets for Aker Philadelphia Shipyard ASA and its subsidiaries and affiliates

(the "Aker Philadelphia Shipyard Group") lines of business. These expectations,

estimates, and projections are generally identifiable by statements containing

words such as "expects", "believes", "estimates" or similar expressions.

Important factors that could cause actual results to differ materially from

those expectations include, among others, economic and market conditions in the

geographic areas and industries that are or will be major markets for the Aker

Philadelphia Shipyard Group's businesses, oil prices, market acceptance of new

products and services, changes in governmental regulations, interest rates,

fluctuations in currency exchange rates and such other factors as may be

discussed from time to time. Although Aker Philadelphia Shipyard ASA believes

that its expectations and the information in this press release were based upon

reasonable assumptions at the time when they were made, it can give no assurance

that those expectations will be achieved or that the actual results will be as

set out in this press release. Neither Aker Philadelphia Shipyard ASA nor any

other company within the Aker Philadelphia Shipyard Group is making any

representation or warranty, expressed or implied, as to the accuracy,

reliability or completeness of the information in the press release, and neither

Aker Philadelphia Shipyard ASA, any other company within the Aker Philadelphia

Shipyard Group nor any of their directors, officers or employees will have any

liability to you or any other persons resulting from your use of the information

in the press release.

Aker Philadelphia Shipyard ASA undertakes no obligation to publicly update or

revise any forward-looking information or statements in the press release, other

than what is required by law.

[HUG#1755353]