NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE
UNITED STATES 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 Carbon Capture
ASA ("Aker Carbon Capture" or the "Company") on 12 August 2021 regarding the
contemplated private placement (the "Private Placement") of new shares in the
The Private Placement has been successfully placed, and as a result of a
significant demand, the placement was increased to raise gross proceeds of
approximately NOK 840 million through the issue of 38,181,818 new shares in the
Company (the "Offer Shares"), each at a subscription price of NOK 22 per share.
The Private Placement attracted strong interest from high quality international
and Nordic institutional investors and was several times oversubscribed.
Aker Horizons Holding AS subscribed for and was allocated 9,090,909 Offer Shares
in the Private Placement, and will following the completion of the Private
Placement have an ownership interest of approximately 49.28% in the Company.
The net proceeds from the Private Placement will be used to (i) strengthen
investments in technology and product development to be on the technological
forefront to take advantage of the strong growth in prioritized markets, (ii)
realize investment programs for e.g. modularization and digitalization to drive
down costs, (iii) grow presence in Denmark and UK, (iv) continue to develop the
organization and internationalize the Company, (v) strengthen the balance sheet
to ensure financial capacity and flexibility to pursue growth opportunities and
(vi) fund additional working capital as well as for general corporate purposes.
The share capital increase pertaining to the Private Placement was resolved by
the Board of Directors of the Company (the "Board") on 12 August 2021 pursuant
to an authorization granted by the Company's general meeting held on 20 April
2021. Notification of allotment of the Offer Shares, including settlement
instructions, will be sent to the applicants through a notification from the
Managers on or about 13 August 2021.
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
listed on Oslo Børs, pursuant to a share lending agreement entered into between
the Company, the Managers and Aker Horizons Holding AS. The Managers will settle
the share loan with new shares in the Company to be issued shortly after payment
has been received for the Offer Shares.
Following issuance of the Offer Shares, the Company will have an issued share
capital of NOK 604,242,218 divided into 604,242,218 shares, each with a par
value of NOK 1.
The Board has considered the structure of the contemplated offering of new
shares in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act and the rules on
equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange's Guidelines on the rule of equal
treatment. The Company is of the view that is in the common interest of the
Company and its shareholders to raise equity through a private placement. By
structuring the equity raise as a private placement, the Company has been in a
position to raise equity efficiently, with a lower discount to the current
trading price, at a lower cost and with a significantly lower risk compared to a
rights issue. In the assessment it has also been taken into consideration that
the Private Placement has been structured as a publicly announced accelerated
bookbuilding process. On this basis, and based on an assessment of the current
equity markets, the Board has considered the Private Placement to be in the
common interest of the Company and its shareholders, and that it will not be
required to implement a subsequent offering. As a consequence of the Private
Placement structure, the shareholders' preferential rights were deviated from.
Carnegie AS, Morgan Stanley & Co. International plc and Skandinaviska Enskilda
Banken AB (publ) act as joint managers and bookrunners in connection with the
Private Placement (jointly, the "Managers"). Advokatfirmaet BAHR AS is acting as
legal advisor to the Company and Advokatfirmaet Thommessen AS is acting as legal
advisor to the Managers in the Private Placement.
Ivar Simensen, mob: +47 464 02 317,
Christian Yggeseth, mob: +47 915 10 000,
David Phillips, mob: +44 7710 568279
Aker Carbon Capture is a pure-play carbon capture company with solutions,
services and technologies serving a range of industries with carbon emissions,
including the cement, bio and waste-to-energy, gas-to-power and blue hydrogen
segments. Aker Carbon Capture's proprietary, carbon-capture technology offers a
unique, environmentally friendly solution for removing CO2 emissions.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein should inform themselves
about and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company do not intend to register any
securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and that are (i) investment
professionals falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high
net worth entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this communication relates is
available only to relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that it
is lawful to do so.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will
not be responsible to anyone other than the Company, for providing the
protections afforded to their respective clients, nor for providing advice in
relation to the Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise. Accordingly, references in any subscription materials to the shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligations to do so.
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", "aims", "expect",
"anticipate", "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 the Company 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.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, each of the Managers and their
respective affiliates expressly disclaims any obligation or undertaking to
update, review or revise any forward-looking statement contained in this
announcement whether as a result of new information, future developments or
otherwise. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Ivar Simensen, Aker Horizons
ASA, on 12 August 2021 at 22:45 (CEST).
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