NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO
Reference is made to the previous stock exchange announcement made by
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
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
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
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
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
The bookbuilding period for the Private Placement will commence today,
Allocation of
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
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.
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
Subject to completion of the Private Placement, the Board has resolved that it will apply for listing on the
The Convertible Bond Issue
The Company is offering convertible bonds (the "Convertible Bonds") of
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
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:
Tel: +47 90784878
Email: atle.kigen@akerasa.com
Tel: +47 90532774
Email: christina.glenn@akerasa.com
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,
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
https://news.cision.com/aker-asa/r/aker-asa-aker-horizons---contemplated-private-placement-and-convertible-bond-issue,c3275035
(c) 2021 Cision. All rights reserved., source