Friday 14 August 2020

Reference is made to the stock exchange announcement made by Aker Solutions ASA (“Aker Solutions”) on 12 August 2020 regarding the two contemplated private placements (the “Private Placements”) in each of Aker Solutions’ subsidiaries Aker Offshore Wind Holding AS (“Aker Offshore Wind”) and Aker Carbon Capture AS (“Aker Carbon Capture” and together with Aker Offshore Wind, the “Subsidiaries”).

The Private Placements have been successfully placed, raising gross proceeds of approximately NOK 500 million in each of the Subsidiaries through the placing of 294,117,647 new shares in Aker Carbon Capture, each at a subscription price of NOK 1.70, and 340,136,054 new shares in Aker Offshore Wind Holding AS, each at a subscription price of NOK 1.47 (jointly, the “Offer Shares”). The Private Placements attracted strong interest from existing shareholders in Aker Solutions, as well as high quality ESG focused institutional Nordic and international investors.

Aker ASA, through its wholly-owned subsidiary, Aker Horizons AS, has subscribed for and been allocated 194,117,647 Offer Shares in Aker Carbon Capture and 217,687,074 Offer Shares in Aker Offshore Wind. Following the Private Placements and the Distribution (as further described below), Aker ASA’s total direct and indirect ownership in each company will be 51 percent.

Completion of the Private Placements is conditional upon the necessary corporate resolutions in each of the Subsidiaries being made and the Offer Shares having been fully paid and validly issued. Settlement instructions are expected to be distributed on 14 August 2020, with payment date on or about 20 August 2020 and delivery of Offer Shares to the subscribers on 26 August 2020. Following issuance of the Offer Share, Aker Carbon Capture will have an issued share capital of NOK 566,060,400 divided into 566,060,400 shares, each with a par value of NOK 1, and Aker Offshore Wind will have an issued share capital of NOK 612,078,807 divided into 612,078,807 shares, each with a par value of NOK 1.

The Subsidiaries have retained Carnegie AS and Skandinaviska Enskilda Banken AB (publ) as Joint Lead Managers and Joint Bookrunners in the Private Placements (collectively the "Managers"). Sparebank 1 Markets AS has been retained as Co-Manager.

The Subsidiaries are currently wholly-owned subsidiaries of Aker Solutions. In connection with the Private Placements, the Subsidiaries will apply for listing of their shares on Merkur Market. Subject to completion of the Private Placements, the expected first day of trading will be on or about 26 August. At the same time, it is expected that the shareholders in Aker Solutions have approved the dividend in kind proposed to be distributed as further set out in the notice of an extraordinary general meeting to be held in Aker Solutions on 14 August 2020 (the “Distribution”). Such Distribution entails that all of Aker Solutions’ shares in the Subsidiaries will be distributed to Aker Solutions’ shareholders.

Shares in Aker Solutions will start to trade ex-dividend, i.e. without the right to shares in the Subsidiaries, on Monday 17 August 2020.

For eligible shareholders in Aker Solutions that are subject to withholding tax, a portion of the dividend shares will be withheld (the “Withheld Dividend Shares”) and sold to cover such tax. The withholding tax will be calculated based on the subscription price in the Private Placements. Fractions of shares will not be distributed, and for each shareholder subject to withholding tax, the Withheld Dividend Shares will be rounded up to the nearest whole number.

Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placements and the listing on Merkur Market. Advokatfirmaet Thommessen AS has assisted the Managers in connection with the Private Placement.