Aker Horizons Acquires Mainstream Renewable Power

Source: www.gulfoilandgas.com 1/19/2021, Location: Europe

Aker ASA has announced that its wholly owned subsidiary, Aker Horizons, has agreed to acquire 75 percent of Mainstream Renewable Power, a leading independent renewable energy company within onshore and offshore wind and solar. The Transaction values the current equity of Mainstream at EUR 900 million on a 100 percent basis and gives Aker Horizons a portfolio of projects in operation and under construction of about 1.4 GW, a project development pipeline of about 10 GW and a further 10 GW of identified project opportunities.

'Aker made a step change in the last year, taking a position within renewable energy production, green technologies, digitalization and other mega trends that have seen accelerating flow of resources and capital, not just in Aker, but in global markets. Combining Mainstreamís global organization and renewable assets with Akerís 180-year track record of building and developing industrial companies is another step in line with our long-term strategy for value creation and to position Aker Horizons for significant and sustainable growth in renewable energy markets,' says ōyvind Eriksen, President and CEO of Aker ASA and Chairman of Aker Horizons.

Aker Horizons is Akerís investment platform dedicated to investing in, incubating and developing companies within renewable energy and decarbonization technologies. The company will leverage the deep domain expertise in the Aker ecosystem, including within software and industrial digitalization. Aker Horizonsí ambition is to develop companies with a total capacity of 10 GW and remove the equivalent of 25 million tonnes CO2 per year by 2025.

'We are thrilled to partner with Mainstream as we accelerate our journey of what we call planet-positive investing. Mainstreamís role as a pioneer in renewables and its strong entrepreneurial culture is a good fit as we carve out our path forward in the energy transition. Through the acquisition of Mainstream, Aker Horizons will gain a platform to drive forward its renewable energy ambitions and position itself in a growing market for hybrid projects,' says Kristian RÝkke, Chief Executive Officer of Aker Horizons.

'We are delighted to have such a highly respected business as Aker Horizons on board, enabling Mainstream to materially accelerate its growth plans to deliver a global portfolio of wind and solar assets. We plan to bring 5.5 GW of renewable assets to financial close globally by 2023, which sets us firmly on track to becoming one of the worldís first pure-play renewable energy majors,' says Mary Quaney, Chief Executive Officer of Mainstream Renewable Power.

In addition to the acquisition of Mainstream, Aker Horizons has ambitious investment targets and is currently in the process of preparing for a near-term private placement and a listing on Euronext Growth (the 'IPO') with a subsequent transfer of the listing to Oslo BÝrs within 12 months.

ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abpís Norway branch and Pareto Securities AS have been engaged to assist on the potential IPO of Aker Horizons which is subject to inter alia market conditions and investor feedback. Advokatfirmaet BAHR acts as legal advisor for the potential IPO.

Transaction highlights

- Aker Horizons agrees to acquire 75 percent of Mainstream Renewable Power for a total consideration on a 100 percent basis of EUR 900 million, subject to customary adjustments

- Existing Mainstream shareholders, led by founder and chairman Dr. Eddie OíConnor, will re-invest and retain 25 percent ownership. Dr. OíConnor will continue as Chairman of the Board of Directors of Mainstream after completion of the Transaction. Kjell Inge RÝkke, ōyvind Eriksen and Kristian RÝkke will become board members.

- The agreement includes an additional earn-out payment in 2023 of up to EUR 100 million to selling shareholders based on meeting certain milestones

- As part of the Transaction, Aker Horizons will acquire 50 percent of superconducting technology company SuperNode

- The Transaction is expected to close in Q2 2021, subject to customary closing conditions, including regulatory approvals, as well as approvals from Mainstreamís creditors

DNB Markets, a part of DNB Bank ASA, Nordea Bank Abpís Norway branch and Green Giraffe act as financial advisors to Aker Horizons in the Transaction. Advokatfirmaet BAHR and Slaughter & May act as legal advisors in the Transaction.

Attractive strategic benefits

Adding Mainstream to its portfolio enables Aker Horizons to accelerate the development of a global position within renewable energy and marks a significant step towards realizing its planet-positive ambitions

- Providing a platform and key competencies to strengthen the Aker Horizonsí group and its capacity to scale new ventures

- Giving access to a deep pool of industrial experience from the realization of 6.4 GW of renewable energy projects

- Combining Mainstreamís expertise, experience and premium renewable assets with Akerís financial and industrial capabilities and track record of developing successful industrial companies

- Establishing a broad onshore, bottom-fixed and floating offshore wind portfolio, with potential synergies and collaboration opportunities

Aker Horizonsí portfolio company, Aker Offshore Wind, and Mainstreamís offshore business will remain separate entities, but Aker Horizons will explore areas for partnerships and collaboration to accelerate their respective strategies following the acquisition.

About Mainstream Renewable Power

Mainstream is a leading independent renewable energy player with a global footprint and a proven track record across renewable power industries.

- Since its establishment in 2008, Mainstream has developed and brought forward assets totaling 6.4 GW of renewable energy capacity to financial close and sold a significant number of wind and solar projects to world class counterparties

- Mainstream is one of the most successful independent developers of offshore wind at scale globally. It has developed, and later divested, projects representing 22 percent of the UKís offshore wind capacity either in operation or under construction

- Mainstream is the largest independent developer in the Chilean market and has played an integral role in building the largest pan-African independent power producer (IPP) through the Lekela joint venture

- Mainstream has a global organization of 335 employees across 11 countries, with capabilities covering the entire lifespan of renewable energy assets, from sourcing and development through to operations

- Mainstreamís current portfolio includes 1.4 GW (net) in operation or under construction, primarily made up of onshore wind and solar assets in Chile and South Africa.

- Mainstream furthermore has an advanced pipeline of 700 MW (net) expected to reach financial close in 2021, and more than 9 GW of other development assets, in addition to several large-scale offshore wind opportunities. Mainstream holds a cash position in excess of EUR 500 million, which, in addition to a capital injection of EUR 110 million in new equity provided by Aker Horizons and continuing shareholders on a 100 percent basis, is intended to be used to finance ongoing construction projects.

SuperNode/b>

As part of the transaction, Aker Horizons will also acquire a 50 percent holding in SuperNode, a technology company which designs and develops superconductor cables to address the significant future need for higher capacity cables with lower power loss. SuperNode was founded by Dr. Eddie OíConnor in 2018. The technology enables connecting offshore wind production efficiently with markets over longer distances. Aker Horizons will develop SuperNode together with Dr. OíConnor, who will remain a key shareholder.

Funding

The transaction is fully financed through a bank facility of EUR 510 million provided by DNB Bank ASA and Nordea Bank Apb, and funding from Aker for the remaining EUR 248 million, including Aker Horizonsí share of EUR 110 million in new equity injected, on a 100 percent basis, at closing in order to fund ongoing projects and Mainstreamís growth plans.

Internal restructuring

In cultivating Aker Horizons as Akerís primary investment vehicle for its renewable energy markets investments, Aker has made an internal restructuring, comprising a transfer of all of Akerís shares in REC Silicon ASA, from Aker Capital AS to Aker Horizons, and the establishment of a new holding company for Aker Horizonsí investments. Aker Horizons will be renamed Aker Horizons Holding AS and the new holding company will subsequently take the name Aker Horizons AS. In addition, the ownership in Aker Offshore Wind AS is transferred under a new sub-holding of Aker Horizons named Aker Renewable Power AS. Following these steps, and the previously announced transfer of Akerís shares in Aker Carbon Capture AS and Aker Offshore Wind AS to Aker Horizons, Aker Horizons will (indirectly) hold approximately 51 percent in each of ACC and AOW and 24.70 percent in REC Silicon ASA.

Company presentation

Please find attached a company presentation with further information about the Transaction, Mainstream and Aker Horizons. The management of Aker, Aker Horizons and Mainstream will host an investor conference regarding the transaction and Aker Horizonsí strategy at 11:00 CET today, 19 January, 2021.


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