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.
Aker Offshore Wind AS ("Aker Offshore Wind " or the "Company") has retained Carnegie AS and Skandinaviska Enskilda Banken AB (publ) (jointly the “Managers”) as Joint Managers and Bookrunners 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 300 million (the “Private Placement”).
The Company has decided to exercise an option to increase its shareholding in Principle Power Inc. (“PPI”) and intends to use the net proceeds from the Private Placement to finance such increased shareholding as well as for general corporate purposes. The final number of PPI shares acquired by the Company will depend on the number of shareholders exercising their first right of refusal alongside the Company. The valuation of the acquisition is in line with the most recent equity issue conducted by PPI.
“We made the first investment into PPI in 2017 and have been pleased to see the progress in ground-breaking projects such as WindFloat Atlantic and Kincardine,” says Astrid Skarheim Onsum, Chief Executive Officer of Aker Offshore Wind. “With an operational track record dating back to 2011, PPI is a leading technology player in the offshore floating wind industry. We look forward to taking an even more active ownership role in PPI and continue the work to drive down cost in our industry together with the company and other shareholders.”
Aker ASA will directly or indirectly through Aker Horizons AS guarantee full subscription of the Private Placement, subject to a minimum allocation of Offer Shares equivalent to maintaining its pro rata consolidated ownership in the Company of approximately 51%, which comprise shares held through Aker Kværner Holding AS, Aker Horizons AS and Aker ASA.
The subscription price per Offer Share in the Private Placement will be set through an accelerated book-building process conducted by the Managers.
The application period in the Private Placement will commence today, 16 November 2020 at 16:30 CET and close on 17 November 2020 at 08:00 CET. The Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer 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 requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Conditional allocation of Offer Shares will be determined at the end of the application period by the Company 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]. The Offer Shares will be allocated by the Board of Directors on a conditional basis subject to, inter alia, the Company's shareholders resolving to issue the Offer Shares at the EGM (as defined below). No guarantee can be given that such resolution will be passed. 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.
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 the approval by the general meeting of the Company through an extraordinary general meeting to be held on or about 24 November 2020 (the “EGM”)) to proceed with the Private Placement and to issue the Offer Shares, and (ii) payment being received for the Offer Shares. 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.
Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment, 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.
The Private Placement entails a deviation of the existing shareholders preferential rights. As the Private Placement is 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, it is currently not planned to conduct a subsequent share issue directed towards shareholders not participating in the Private Placement.
The Company reserves 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 Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Advokatfirmaet BAHR AS is acting as legal advisor to the Company in connection with the Private Placement, and 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