AKER BP: CONTEMPLATED PRIVATE PLACEMENT
DISCLAIMER: 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 BP ASA does not intend to register its securities in the United States. The distribution of this announcement 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.
Aker BP ASA (the “Company”) has engaged Nordea Bank AB (publ), filial i Norge; DNB Markets, a part of DNB Bank ASA, Danske Bank Markets, Norwegian branch of Danske Bank A/S, Skandinaviska Enskilda Banken AB (publ), Norwegian branch and Swedbank Norge, branch of Swedbank AB (publ) (the “Joint Bookrunners”), to assist the Company in a contemplated private placement (the “Private Placement”) of new shares in the Company to raise approximately NOK 4.1 billion (corresponding to approximately USD 500 million based on exchange rate of 8.2). The Private Placement is directed towards Norwegian and international institutional investors pursuant to and in compliance with applicable exemptions from the obligation to publish a prospectus pursuant to the Norwegian Securities Trading Act or similar legislation in other jurisdictions.
The Company intends to apply the net proceeds from the Private Placement to finance the acquisition of Hess Norge AS and for other general corporate purposes.
The subscription price in the Private Placement will be determined following an accelerated book-building process conducted by the Joint Bookrunners, and will minimally amount to NOK 155 per share. The application period commences today on 30 October 2017 at 16:30 (CET) and will close on [31] October 2017 at 08:00 hours (CET). The Company, in consultation with the Joint Bookrunners, reserves the right to close the application period at any time at its sole discretion, at short notice. The minimum order size and allocation in the Private Placement is a NOK amount equivalent to EUR 100,000.
The allocation of shares will be determined at the end of the book-building process. The final allocation will be made at the discretion of the Board of Directors in consultation with the Joint Bookrunners.
Aker Capital AS (the largest shareholder in Aker BP) has pre-committed to subscribe for a number of new shares equal to 40% of the Private Placement and BP plc (the second largest shareholder in Aker BP) has pre-committed to subscribe for a number of new shares equal to 30% of the Private Placement, at the price determined through the book-building process, or minimum NOK 155 per share. Aker Capital AS and BP plc have together underwritten the remainder of the Private Placement at a price corresponding to NOK 155 per share.
The board of directors considers the Private Placement to be in the best interests of the Company and its shareholders since the Company will be able to raise capital more quickly, at a lower discount to the trading price and with lower transaction costs and transaction risk than through a rights issue.
The completion of the Private Placement is conditional upon on the corporate resolutions of the Company required to implement the Private Placement, including the Company’s Board of Directors acceptance of the subscription price and allocation of the offer shares, in addition to payment being received for the allocated offer shares.
Delivery of the new shares allocated in the Private Placement will for all investors, except Aker Capital AS and BP plc, in order to facilitate delivery-versus-payment and timely delivery of already listed shares to investors in the Private Placement, be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, Nordea Bank AB (publ), filial i Norge and Aker Capital AS.
The share capital increase and issuance of new shares pertaining to the Private Placement is expected to be approved at an extraordinary general meeting of the Company to be held in approximately three weeks after the announcement of the Private Placement. Any current shareholder of the Company who is allocated Shares in the Private Placement, including, without limitation, Aker Capital AS and BP plc, irrevocably shall undertake to the Company and the Joint Bookrunners to attend and vote in favour of the share capital increase and issuance of new shares pertaining to the Private Placement at such general meeting for all of its shares in the Company.
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Investor contact:
Jonas Gamre, VP Investor Relations, tel.: +47 971 18 292
Media contact:
Tore Langballe, VP Communications, tel.: +47 907 77 841
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About Aker BP:
Aker BP is a fully-fledged E&P company with exploration, development and production activities on the Norwegian Continental Shelf. Aker BP is the operator of Alvheim, Ivar Aasen, Skarv, Valhall, Hod, Ula and Tambar. The company is also a partner in the Johan Sverdrup field. Aker BP is headquartered at Fornebu, Norway, and is listed on the Oslo Stock Exchange under the ticker ‘AKERBP’. More about Aker BP at www.akerbp.com.
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.