Reference is made to the previous stock exchange announcement made by Aker Solutions ASA ("Aker Solutions") on 17 July 2020 regarding inter alia, the contemplated spin-off of its offshore wind development and carbon capture businesses.
The offshore wind development business has been transferred into Aker Solutions' subsidiary Aker Offshore Wind Holding AS ("Aker Offshore Wind") and the carbon capture business has been transferred into another subsidiary, Aker Carbon Capture AS ("Aker Carbon Capture" and together with Aker Offshore Wind, the
"Subsidiaries"). Aker Solutions intend to issue 294,117,647 new shares in Aker Carbon Capture and 340,136,054 new shares in Aker Offshore Wind (the "Offer Shares", respectively), through two contemplated private placements (the "Private Placements") raising gross proceeds of approximately NOK 500 million in each of the Subsidiaries. Following completion of the Private Placements, the Subsidiaries are expected to be admitted to trading on the Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange.
The Private Placements are directed towards certain investors subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. The Subsidiaries have retained Carnegie AS and Skandinaviska Enskilda Banken AB (publ) as Joint Lead Managers and Joint Bookrunners in the
Private Placements (collectively the "Managers"). Sparebank 1 Markets AS has been retained as Co-Manager.
The Offer Shares in Aker Offshore Wind will be offered at a price per share of NOK 1.47 (the "AOW Offer Price"). The AOW Offer Price corresponds to a pre-money value of the equity of Aker Offshore Wind of approximately NOK 400 million.
The Offer Shares in Aker Carbon Capture will be offered at a price per share of NOK 1.70 (the "ACC Offer Price"). The ACC Offer Price corresponds to a pre-money value of the equity of Aker Carbon Capture of approximately NOK 460 million.
The bookbuilding period for the Private Placement will commence today, 12 August 2020 at 09:00 (CEST) and will close on 13 August 2020 at 16:30 (CEST). The Subsidiaries reserve 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 Subsidiaries may, at their sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available.
Aker ASA will directly or indirectly through a subsidiary guarantee full subscription of the Private Placements, subject to a minimum allocation of Offer Shares equivalent to a minimum subscription of NOK 320 million in Aker Offshore Wind and NOK 330 million in Aker Carbon Capture. Aker ASA (or its subsidiary) will furthermore enter into a customary lock-up agreement whereby all Offer Shares allocated to Aker ASA (or its subsidiary) will be subject to lock-up for a period of 6 months.
Completion of the Private Placements is conditional upon the necessary corporate resolutions in each of the Subsidiaries being made and the Offer Shares having been fully paid and validly issued. Allocation of Offer Shares will be determined at the end of the application period by each of the Subsidiaries at their sole discretion. The Subsidiaries may focus on allocation criteria such as (but not limited to) existing ownership in Aker Solutions ASA, timeliness of the application, relative order size, sector knowledge, investment history,
perceived investor quality and investment horizon. Settlement instructions are expected to be distributed by the Managers on or about 14 August 2020, with payment date on or about 20 August 2020 and delivery of Offer Shares to the subscribers on or about 26 August 2020.
The Subsidiaries and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placements. Neither the Subsidiaries, Aker Solutions nor the Managers will be liable for any losses incurred by applicants if the Private Placements are cancelled, irrespective of
the reason for such cancellation.
Further selling restrictions and transaction terms will apply.
The Subsidiaries are currently wholly-owned subsidiaries of Aker Solutions. As part of the Private Placements, the Subsidiaries will apply for listing of their shares on Merkur Market. Subject to completion of the Private Placement, the expected first day of trading will be on or about 26 August. Prior to such date,
it is expected that the shareholders in Aker Solutions have approved the dividend in kind proposed to be distributed as further set out in the notice of an extraordinary general meeting to be held in Aker Solutions on 14 August 2020. Such distribution entails that all of Aker Solutions' shares in the Subsidiaries will be distributed to Aker Solutions' shareholders.
Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placements and the listing on Merkur Market. Advokatfirmaet Thommessen AS has assisted the Managers in connection with the Private Placement.