NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, 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.
Reference is made to the stock exchange announcement made by Aker Offshore Wind AS (“Aker Offshore Wind” or the “Company”) on 16 November 2020 regarding the contemplated private placement (the “Private Placement”) of new shares in the Company.
The Private Placement has been successfully placed, raising gross proceeds of approximately NOK 300 million through the placing of 66,666,666 new shares in the Company (the “Offer Shares”), each at a subscription price of NOK 4.5. This corresponds to a discount of 2.9% to the intra-day volume weighted average share price of NOK 4.635. The Private Placement attracted strong interest from existing shareholders in Aker Offshore Wind, as well as several new high quality ESG focused institutional Nordic and international investors.
The net proceeds from the Private Placement are expected to be used to fund the Company’s increased shareholding in Principle Power Inc. (“PPI”), and for general corporate purposes.
Aker Horizons AS has subscribed for and been allocated 34,010,040 Offer Shares in the Private Placement, and will maintain a consolidated ownership of 51%, which comprise shares held through Aker Kværner Holding AS, Aker Horizons AS and Aker ASA, in the Company following completion of the Private Placement.
Completion of the Private Placement is subject to (i) all corporate resolutions of the Company required to consummate the Private Placement being validly made, including approval by the general meeting of the Company through an extraordinary general meeting expected to be held on or about 24 November 2020 (the “EGM”), and (ii) payment being received for the Offer Shares.
In order to facilitate timely delivery of shares to subscribers in the Private Placement, delivery of the new shares allocated in the Private Placement will be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Merkur Market, pursuant to a share lending agreement entered into between the Company, the Managers and Aker Horizons AS. The Managers will settle the share loan with new shares in the Company expected to be issued shortly after and subject to the EGM’s approval of the Private Placement.
Settlement instructions are expected to be distributed by the Managers on or about 17 November 2020, with settlement on a delivery versus payment (DVP) basis on or about 25 November 2020. Following issuance of the Offer Shares, the Company will have an issued share capital of NOK 678,745,473 divided into 678,745,473 shares, each with a par value of NOK 1.
The Private Placement entails a deviation of the existing shareholders preferential rights. The Board of Directors has considered the Private Placement in light of the equal treatment obligations under applicable rules for companies admitted to trading on Merkur Market, and is of the opinion that the Private Placement is in compliance with these requirements. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. As the Private Placement has been structured to ensure that a market-based subscription price is achieved and equal treatment obligations under applicable rules for companies admitted to trading on Merkur Market are observed, the Company does not intend to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
The Company has retained Carnegie AS and Skandinaviska Enskilda Banken AB (publ) as Joint Managers and Joint Bookrunners in the Private Placement (collectively the "Managers").
Advokatfirmaet BAHR AS acts as legal advisor in connection with the Private Placement. Advokatfirmaet Thommessen AS has assisted the Managers in connection with the Private Placement.
For further information, please contact:
Ivar Simensen, media contact, +47 46 40 23 17, firstname.lastname@example.org