Aker Horizons – Private Placement and convertible bond issue successfully placed
Reference is made to the stock exchange announcement by Aker ASA on 27 January 2021 regarding Aker Horizon AS’ (“Aker Horizons” or the “Company”) contemplated (i) private placement of new shares in the Company raising up to approximately NOK 4,150 million in gross proceeds (the “Private Placement”) and (ii) a convertible bond issue of NOK 1,500 million (the “Convertible Bond Issue”). The Company is pleased to announce that the Private Placement and the Convertible Bond Issue have been successfully placed.
The Private Placement was multiple times over-subscribed and attracted significant interest from leading domestic, Nordic and international institutional investors including DNB Asset Management, Folketrygdfondet (The Government Pension Fund Norway), Handelsbanken Fonder and Swedbank Robur.
The Private Placement consisted of 118,571,428 new shares (the “New Shares”) at NOK 35 per share (the “Offer Price”) raising gross proceeds of approximately NOK 4,150 million and an over-allotment of 11,857,142 additional shares (the “Additional Shares”, and together with the New Shares, the “Private Placement Shares”), representing 10 percent of the New Shares allocated in the Private Placement and bringing total proceeds raised in the Private Placement to NOK 4,565 million.
The Additional Shares will be settled by existing shares borrowed from Aker Capital AS (“Aker Capital”) by the Managers (as defined below) (the “Over-allotment Option”), and which will be redelivered to Aker Capital upon expiry of the stabilization period described below. The Company has granted ABGSC (as defined below), acting as stabilization manager on behalf of the Managers (the “Stabilization Manager”), an option to subscribe, at a price of NOK 35.00 per share (which is equal to the Offer Price in the Private Placement), up to a number of additional new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares (the “Greenshoe Option”). The Company will only receive the proceeds from the sale of the Additional Shares to the extent that the Greenshoe Option is exercised. In the Convertible Bond Issue, the Company placed convertible bonds raising NOK 1,500 million in gross proceeds.
The net proceeds from the Private Placement and the Convertible Bond Issue will be used to partially fund the acquisition of Mainstream Renewable Power (the “Acquisition”) as well as for general corporate purposes.
Aker Capital, a wholly owned subsidiary of Aker ASA, was allocated Private Placement Shares for approximately NOK 500 million in the Private Placement and NOK 1,200 million of the Convertible Bond Issue. Aker Capital will, in addition to the convertible bonds, own 464,285,714 shares in the Company following completion of the Private Placement, representing 80.0 percent of the outstanding shares in the Company if the Greenshoe Option is exercised in full and 81.7 percent if the Greenshoe Exercise is not exercised. Notification of allotment of the Private Placement Shares, including settlement instructions, will be sent to the applicants allocated Private Placement Shares through a notification from the Managers on 28 January 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 1 February 2021. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement entered into between the Company and the Joint Global Coordinators (as defined below).
In connection with the Private Placement, certain of the Company’s employees were also offered to subscribe for new shares in the Company (the “Employee Offering” and together with the Private Placement, the “Offering”). A total of 322,088 new shares were subscribed and allocated in the Employee Offering (the “Employee Shares”, and together with the New Shares, the “Offer Shares”) at the Offer Price, less a 25 percent discount due to lock-up restrictions. Furthermore, as part of an incentive program for leading employees in the Company carried out in conjunction with the Private Placement, certain leading employees in the Company have subscribed for shares in the Company’s wholly owned subsidiary, Aker Horizons Holding AS, which may be exchanged into shares in the Company after expiry of a three year lock-up period, or sold to the Company for the corresponding cash value (the “Incentive Program”).
Following completion of the Offering, the Company will have 568,893,516 shares, each with a nominal value of NOK 1.
The allocation of the Private Placement Shares and the Employee Shares and the issue of the Offer Shares have been resolved by the Company’s Board of Directors and general meeting, respectively. The completion of the Private Placement by delivery of the Private Placement Shares is subject to: (i) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place and (ii) the agreement for the Acquisition remaining in full force and effect at the time notice of the registration of the share capital increase is sent to the Norwegian Register of Business Enterprises. The Completion of the Employee Offering is conditional upon completion of the Private Placement.
The Company’s shares are expected to commence trading on Euronext Growth Oslo, a multilateral trading facility, on or about 1 February 2021 (the “Listing”, and together with the Private Placement, the “IPO”). The Board of the Company has resolved that it will apply for listing on the Oslo Stock Exchange within 12 months from first day of Listing and the Company has already started on the preparations.
The following primary insiders were allocated shares in the Private Placement at the Offer Price:
- Øyvind Eriksen (President & CEO), through his wholly owned subsidiary Erøy AS, was allocated 285,714 Private Placement Shares
- Svein Oskar Stoknes (Chief Financial Officer) was allocated 29,825 Private Placement Shares
- Torbjørn Kjus (Chief Economist) was allocated 59,651 Private Placement Shares
- Martin Bech Holte (Investment Director) was allocated 29,825 Private Placement Shares
Additionally, the following primary insiders of the Company have subscribed for shares in the Employee Offering and/or the Incentive Program:
- Kristian Røkke (CEO) has subscribed for shares in the Incentive Program that may be exchanged into 952,380 shares in the Company
- Nanna Tollefsen (CFO) has subscribed for shares in the Incentive Program that may be exchanged into 190,476 shares in the Company
- Erik Otto Nyborg (Investment Director) has subscribed for shares in the Incentive Program that may be exchanged into 476,190 shares in the Company
- Karl-Petter Løken (Investment Director) has subscribed for shares in the Incentive Program that may be exchanged into 47,619 shares in the Company. He has also subscribed for 11,714
- Employee Shares in the Employee Offering.
- Ola Beinnes Fosse (Acting CFO), has subscribed for 11,714 Employee Shares in the Employee Offering.
- Frode Strømø (General Counsel) has subscribed for 17,428 Employee Shares in the Employee Offering.
The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company’s shares (the “Shares”) on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. Any stabilization activities will be conducted based on the same principles as set out in Section 3-12 of the Norwegian Securities Trading Act section 3-12 and the EC Commission Regulation 2273/2003 regarding buy-back programmes and stabilization of financial instruments, as well as, to the extent applicable, article 5(4) of the EU Market Abuse Regulation and chapter III of the supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilization measures, in order to support the market price of the Shares. The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilization activities, if any, will be to the benefit of Aker Capital.
ABG Sundal Collier ASA (“ABGSC”), DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge and Pareto Securities AS act as Joint Global Coordinators and Joint Bookrunners, and Carnegie AS and Skandinaviska Enskilda Banken AB (publ) act as Joint Bookrunners (and together with the Joint Global Coordinators the “Managers”) to advise on and effect the Private Placement and the Convertible Bond Issue.
Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the IPO and the Convertible Bond Issue. Advokatfirmaet Thommessen AS acts as legal advisor to the Managers in connection with the IPO and the Convertible Bond Issue.