AKER ASA: Aker Horizons – Contemplated private placement and convertible bond issue
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Reference is made to the previous stock exchange announcement made by Aker ASA ("Aker") on 19 January 2021 regarding the acquisition of Mainstream Renewable Power (the “Acquisition”), a private placement (the “Private Placement”) and a listing on Euronext Growth Oslo (the “Listing”, and together with the Private Placement, the "IPO") of Aker Horizons with a plan for a subsequent transfer of the listing to the Oslo Stock Exchange within 12 months.
Aker Horizons AS ("Aker Horizons" or the "Company"), the newly established parent company of the Aker Horizons group, contemplates a private placement of new shares in the Company (the Private Placement) to raise gross proceeds of up to approximately NOK 4,150 million and (ii) a convertible bond issue of NOK 1,500 million (the “Convertible Bond Issue”). Aker will through its wholly-owned subsidiary Aker Capital AS (“Aker Capital”) subscribe for a total amount of NOK 2,000 million in the Private Placement and the Convertible Bond Issue.
The net proceeds from the Private Placement and the Convertible Bond Issue will be used to partially fund the Acquisition as well as for general corporate purposes.
The Company has retained ABG Sundal Collier ASA (“ABGSC”), DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners, and Carnegie AS and Skandinaviska Enskilda Banken AB (publ) as Joint Bookrunners (the “Managers”) to advise on and effect the Private Placement and the Convertible Bond Issue.
The Private Placement
Through the Private Placement, the Company intends to issue up to 118,571,428 new shares (the “Offer Shares”) to raise gross proceeds of approximately NOK 4,150 million (the “Offering Size”). The offer price is fixed at NOK 35.00 per share (the “Offer Price”). In addition, the Managers may elect to over-allot up to additional 11,857,142 existing shares equivalent to up to approximately NOK 415 million (the “Additional Shares”), representing 10 percent of the Offering Size, in the Private Placement pursuant to an over-allotment option (the "Over-Allotment Option").
After completion of the Private Placement and subject to full exercise of the Over-Allotment Option and the Greenshoe Option (as defined below), the free-float of the Company is expected to be approximately 20 percent.
The Private Placement is directed towards certain investors in each case subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. Further selling restrictions and transaction terms will apply.
Aker will through its wholly-owned subsidiary Aker Capital subscribe for and be allocated shares for NOK 500 million. Aker Capital will furthermore enter into a customary lock-up agreement whereby all shares held by Aker Capital in the Company, including the Offer Shares allocated to Aker Capital, will be subject to lock-up for a period of 6 months from the first day of Listing. Additionally, the members of the Company's management and the board of directors concerned will enter into customary lock-up agreements whereby all shares held by them in the Company will be subject to lock-up for a period of 12 months from the first day of Listing.
Through a limited wallcrossing process, Aker Horizons has received significant pre-commitments from leading domestic, Nordic and international institutional investors and has agreed to provide the following investors a total minimum allocation of NOK 2,100 million, representing approximately 50 percent of the Offering Size, with a minimum of NOK 400 million to each of DNB Asset Management, Folketrygdfondet (The Government Pension Fund Norway), Handelsbanken Fonder and Swedbank Robur, and NOK 500 million to Aker Capital.
The bookbuilding period for the Private Placement will commence today, 27 January 2021 at 16:30 (CET) and will close on 28 January 2021 at 08:00 (CET). Aker Horizons reserves 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 Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available.
Allocation of Offer Shares will be determined following the expiry of the bookbuilding period by the Company's board of directors (the "Board") at their sole discretion. The Company may focus on allocation criteria such as (but not limited to) price, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. Settlement is expected to take place on or about 1 February 2021 on a delivery versus payment basis.
The Completion of the Private Placement by delivery of the Offer Shares to the investors being allocated shares is conditional upon (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Company’s board of directors resolving to consummate the Private Placement and allocate the Offer Shares and an extraordinary general meeting of the Company resolving to issue the New Shares, (ii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises having taken place, and (iii) the agreement for the Acquisition remaining in full force and effect at the time notice of the registration of the share capital increase pertaining to the New Shares is sent to the Norwegian Register of Business Enterprises.
The Company and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Aker Capital is expected to grant ABGSC, on behalf of the Managers (the “Stabilisation Manager"), an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. Pursuant to the Over-Allotment Option, the Company is also expected to grant the Stabilisation Manager an option (the “Greenshoe Option”) to subscribe and have issued, at the Offer Price, a number of new shares equal to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth Oslo. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of Aker Capital.
In connection with the Private Placement, the Company will also offer certain of its employees to subscribe for new shares in the Company at the Offer Price, less a 25 percent discount due to lock-up restrictions. The offer is capped at the annual salary for each participant. The Company also intends to establish a dedicated share investment program for the senior management with a similar lock-up and pricing.
The Listing
The Company has applied for a listing on Euronext Growth Oslo and following completion of the Private Placement, the Company is expected to be admitted to trading on Euronext Growth Oslo, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading of the shares on Euronext Growth Oslo is expected to occur on or about 1 February 2021 under the ticker symbol “AKH”.
Subject to completion of the Private Placement, the Board has resolved that it will apply for listing on the Oslo Stock Exchange within 12 months after completion of the Private Placement and the Company has already started on the preparations.
Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the IPO and the Convertible Bond Issue. Advokatfirmaet Thommessen AS assists the Managers in connection with the IPO and the Convertible Bond Issue.
The Convertible Bond Issue
The Company is offering convertible bonds (the “Convertible Bonds”) of NOK 1,500 million in gross proceeds. Aker will subscribe for NOK 1,500 million in the Convertible Bond Issue and will be allocated a minimum of NOK 1,200 million.
The Convertible Bonds will have a tenor of 5 years and will rank pari passu with other subordinated debt of the Company, but is subordinated to senior debt of the borrower in the event of a default under any of the Company’s financial arrangements. The Convertible Bonds will carry a fixed interest of 1.50 per cent per annum which is paid in kind (i.e. additional bonds). The Convertible Bonds will be convertible into shares at a 25 percent premium to the Offer Price, subject to customary adjustment provisions.
The bookbuilding period for the Convertible Bond Issue will run in parallel with and on corresponding terms to the bookbuilding period for the Private Placement.
The minimum application and allocation amount in the Convertible Bond Issue will be NOK 2,000,000.
The Convertible Bond Issue will be directed towards certain investors in each case subject to, and in compliance with, applicable exemptions from relevant prospectus or registration requirements. Further selling restrictions and transaction terms will apply.
For further information, please contact:
Atle Kigen, Head of Corporate Communications, Aker ASA
Tel: +47 90784878
Email: atle.kigen@akerasa.com
Christina Chappell Glenn, Head of Investor Relations, Aker ASA
Tel: +47 90532774
Email: christina.glenn@akerasa.com
Ivar Simensen, Communications, Aker Horizons
Tel: +47 46402317
Email: ivar.simensen@akerhorizons.com
Important Notice
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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", "expect", "anticipate", "strategy", "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 Aker 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.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Aker undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
This announcement is for information purposes only and 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 Aker. Neither the Company, ABG
Sundal Collier ASA, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge, Pareto Securities AS, Carnegie AS, Skandinaviska Enskilda Banken AB (publ) nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.