Aker ASA: Aker BioMarine AS – Successful completion of private placement
NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL SECURITIES LAWS OR REGULATIONS.
Reference is made to the announcement published on 19 June 2020, regarding the private placement of new shares (the “Private Placement”) in Aker BioMarine AS (the "Company"). The application period for the Private Placement expired at 16:30 CEST on 24 June 2020 after the application period was shortened as announced on 23 June 2020.
The Company is pleased to announce that it has raised approximately USD 225 million in gross proceeds, or NOK 2,147 million based on a USD/NOK exchange rate of 9.54, through the Private Placement of 18,532,542 new shares (“New Shares”) at a price per share of NOK 115.85 (the “Offer Price”).
The Private Placement received strong interest from high quality institutional investors in the Nordics and internationally. The book was multiple times oversubscribed.
The Company intends to use the net proceeds from the issue of New Shares to strengthen the balance sheet, including the repayment of a shareholder loan to Aker ASA of approximately USD 90 million plus accrued interest, increase flexibility for growth investments, and for general corporate purposes.
Notification of conditional allotment will be sent to the applicants by the Managers on or around 25 June 2019. Settlement of the Private Placement is expected to be through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company pursuant to a share lending agreement between the Joint Bookrunners (as defined below), the Company and Aker Capital AS. Following registration of the share capital increase pertaining to the Private Placement, the Company will have a share capital of NOK 525,516,516, divided into 87,586,086 shares, each with a nominal value of NOK 6.00.
The shares of the Company are expected to be listed on Merkur Market from on or around 6 July 2020. The Company further intends to proceed with a listing on the Oslo Stock Exchange (“OSE”) within Q1 2021.
The Company expects to meet the OSE minimum listing free-float criteria of 25 per cent through: (i) issuance of additional new shares to widen the shareholder base further where the gross proceeds will be used to finance further growth investments, (ii) dividend of shares from Aker Capital to the shareholders of Aker ASA and/or (iii) sale of existing shares from Aker if the price is significantly higher than in the Private Placement.
Aker ASA and the CEO of the Company, Matts Johansen, have entered into an agreement that Aker Capital AS will, subject to completion of the Private Placement, purchase 460,357 shares from KMMN Invest II AS, a company owned by Mr. Johansen, at the Offer Price, with a potential incremental payment calculated as the final subscription price in the offering of shares to be conducted in connection with an IPO on the main list of the Oslo Stock Exchange, less 5.75 per cent interest p.a. on the Offer Price from the date of listing on Merkur Market until the date of completion of the IPO, and less the Offer Price. Part of the settlement will go to settle a loan from Aker ASA to Mr. Johansen related to the shares in the Company.
Following the Private Placement, Aker ASA, through Aker Capital AS, will own 68,132,830 shares, or 78 per cent, of the shares outstanding after the Private Placement, and KMMN Invest II AS will own 920,714 shares, or 1 per cent of the shares outstanding after the Private Placement. The remaining 21 per cent will be owned by the investors in the Private Placement.
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Skandinaviska Enskilda Banken AB (publ.) (Oslo branch) have been engaged as Joint Bookrunners (the “Joint Bookrunners”) for the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company.
For further queries, please contact:
Katrine Klaveness, Chief Financial Officer, Aker BioMarine AS
Telephone: +47 99 15 89 15
Torbjørn Kjus, Chief Economist & Head of Investor Relations, Aker ASA
Telephone +47 94 14 77 30
Atle Kigen, Head of Corporate Communications, Aker ASA
Telephone + 47 90 78 48 78
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Joint Bookrunners or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive ("Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are Qualified Investors and that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This announcement is made by and, and is the responsibility of, the Company. The Joint Bookrunners and their affiliates are acting exclusively for the Company and Aker and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Joint Bookrunners and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise.
Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Joint Bookrunners and any of their affiliates acting as investors for their own accounts. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "aims", "expect", "anticipate", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies, and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, Aker, each of the Joint Bookrunners and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Private Placement and the contemplated Listing may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is for information purposes only. It does not purport to be complete, and it is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, Aker and the Joint Bookrunners, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.