Aker Horizons ASA: Contemplated Private Placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Aker Horizons ASA (“Aker Horizons” or the “Company”) has engaged Carnegie AS, DNB Markets, a part of DNB Bank ASA and Morgan Stanley & Co. International plc as joint bookrunners and managers (the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”), raising gross proceeds of approximately NOK 1.0 billion (the “Private Placement”). The subscription price per Offer Share in the Private Placement (the “Subscription Price”) will be set by the Company’s board of directors (the “Board”) on the basis of an accelerated book-building process conducted by the Managers.
The net proceeds from the Private Placement will be used to strengthen Aker Horizons’ balance sheet ahead of investments in portfolio companies, including further development of Mainstream Renewable Power and other new direct investments, to establish green value chains for power-intensive industries. The net proceeds will also be used for general corporate purposes.
The application period in the Private Placement will commence today, 4 November 2021 at 16:30 CET and close on 5 November 2021 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
Baillie Gifford Overseas Limited (“Baillie Gifford”), a leading institutional investor that manages GBP 352bn of assets for their global client base across equity, fixed income, and multi-asset portfolios, has pre-subscribed for 13.5 million Offer Shares in the Private Placement.
The Company has entered into a lock-up agreement with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue shares for a period of 90 days following the Private Placement.
The Private Placement will be directed towards selected Norwegian and international investors that are not U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”)) outside the United States in reliance on Regulation S under the U.S. Securities Act, subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue the Offer Shares pursuant to a board authorisation granted by the Company’s extraordinary general meeting on 27 January 2021 and registered in the Norwegian Register of Business Enterprises on 29 January 2021, pursuant to which the Board may also waive the pre-emption rights of existing shareholders, if considered to be necessary in the interest of time and to achieve a successful completion of the Private Placement, and (ii) the Share Lending Agreement (as defined below) not being terminated prior to allocation (jointly, the “Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.
Subject to satisfaction of the Conditions, settlement is expected to take place on or about 9 November 2021 on a delivery versus payment basis. Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate DVP settlement, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Oslo Børs, pursuant to a share lending agreement (the “Share Lending Agreement”) to be entered into between the Company, Carnegie AS (on behalf of the Managers) and Aker Capital AS. The Managers will settle the share loan with new shares to be issued by the Company.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. 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.
The Board has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Company is of the view that is in the common interest of the Company and its shareholders to raise equity through a private placement. By structuring the equity raise as a private placement, the Company is expected to be in a position to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. In the assessment it has also been taken into consideration that the Private Placement is structured as a publicly announced accelerated bookbuilding process. Accordingly, the existing shareholders preferential rights to subscribe for new shares in the Private Placement will be deviated from. As the Private Placement is structured to ensure that a market based subscription price is achieved, it is currently not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal advisor to the Managers in the Private Placement.
IMPORTANT NOTICE
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 Managers 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 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 document is not an offer for sale of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act, and may not be offered or sold in the United States absent registration with the U.S. Securities and Exchange Commission 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are “qualified investors” within the meaning of the EU Prospectus Regulation as it forms part of English law by virtue of the European Union (Withdrawal) Act 2018 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 is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company 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 Managers 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 Managers and any of their affiliates acting as investors for their own accounts. The Managers 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, each of the Managers 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Mathias Reierth, Communications Manager, Aker Horizons ASA, on 4 November 2021 at 16:30 (CET).
For further information, please contact:
Ivar Simensen, Communications, Aker Horizons
Tel: +47 46402317
Email: ivar.simensen@akerhorizons.com
About Aker Horizons
Aker Horizons ASA is a planet-positive company dedicated to developing companies within renewable energy and other technologies that reduce emissions or promote sustainable living. The company is listed on the Oslo Stock Exchange and majority owned by Aker ASA. Aker Horizons owns stakes in Aker Carbon Capture, Aker Clean Hydrogen, Aker Offshore Wind and Mainstream Renewable Power.