Aker BP ASA: Merger with Lundin Energy’s E&P business completed – New share capital registered
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 previous stock exchange notices published by Aker BP ASA (“Aker BP”) regarding the contemplated merger (the “Merger”) between Aker BP and Lundin Energy MergerCo AB (publ) (the “Target”), a newly established Swedish public limited liability company wholly owned by Lundin Energy AB (publ) (“Lundin Energy”), consisting of Lundin Energy’s exploration and production business.
The Merger has now been completed by registration in the Norwegian Register of Business Enterprises (“NRBE”). Through the Merger the Company absorbs all of the assets, rights and obligations of the Target, and the Target is dissolved.
As a result, Aker BP has issued 271,908,701 new ordinary shares as merger consideration (the “Consideration Shares”) and the Company’s new share capital is accordingly NOK 632,022,210, divided into 632,022,210 shares, each having a nominal value of NOK 1.00.
The Consideration Shares will be deposited with Skandinaviska Enskilda Banken AB (publ) (“SEB”) pursuant to a custodian agreement between Aker BP and SEB (the “Custodian Agreement”). SEB will then issue and deliver Swedish depository receipts (“ SDRs”) representing ordinary shares in Aker BP to eligible Target shareholders in Euroclear. Any such SDRs will be issued and governed in accordance with Swedish law, the Custodian Agreement and the SDR General Terms and Conditions for Swedish Depository Receipts in Aker BP.
The SDRs are expected to be issued by SEB on or about 11 July 2022. The SDRs will not be admitted to trading on any trading venue or regulated market in Norway, Sweden or elsewhere. Each SDR represents an ownership interest in one ordinary Share in Aker BP.
The SDRs will be issued and registered in the form of Swedish depository receipts in the book-entry system administered by Euroclear Sweden AB (“Euroclear”) and will be denominated in Swedish krona (SEK). Only whole SDRs will be distributed to Target shareholders. Aker BP will therefore instruct SEB to aggregate all excess fractions of corresponding Consideration Shares. The total number of Consideration Shares corresponding to the sum of all fractions will then be sold by SEB. The sale will take place as soon as practically possible following the distribution of the SDRs to Target’s shareholders. The net proceeds from the sale of fractions will be paid in proportion to the fractions that each respective Target shareholder is entitled to. This payment is expected to take place on or about 19 July 2022 to the dividend account linked to the shareholder’s securities account in Euroclear. The sale will be handled by SEB and no action is required by the Target shareholders. No commission will be charged for the sale.
A SDR holder may either hold the SDRs directly in a VPC account or indirectly through a broker or other financial institution, such as nominee bank. If SDRs are held by an owner directly, then such SDR holder, by having a SDR registered in such holder’s own name in a VPC account with Euroclear, individually has the rights of a SDR holder. If a SDR holder holds its SDRs in a custody account with a broker or financial institution nominee, such holder must rely on the procedures of such broker or financial institution to assert the rights of a SDR holder. A SDR holder should consult with its broker or financial institution nominee to find out what those procedures are.
A SDR holder may not have equivalent shareholder rights as a shareholder in Aker BP that holds ordinary Shares directly. A SDR holder’s rights will derive from the SDR General Terms and Conditions and not from law applicable to the Shares.
Please see the exemption document published by Aker BP on 9 March 2022 for more information on the SDRs.
Following issuance of SDRs to the Target shareholders, the SDRs can be converted into Aker BP shares at the request of the SDR holders. To be able to convert SDRs to shares, the SDR holders need to have a custody account, an investment savings account or an endowment ensurance (banks, stockbrokers and online brokers offer these types of accounts) in Euroclear. If the SDR holders do not have one of these account types with a bank or broker he or she needs to open such account(s) and transfer the SDRs into the custody account, investment savings account or endowment insurance to be able to convert the SDRs into Aker BP Shares. An SDR holder that wants to convert his or her SDRs into Aker BP Shares needs to follow the instructions from his or her bank or nominee. Target shareholders that own their shares on a custody account, with a broker or other financial institution should contact their respective broker or other financial institution for further information and instructions.
If the SDR holder does not have a custody account, an investment savings account or endowment insurance with a nominee the SDR holder cannot convert its SDRs to Shares and will risk owning SDRs that cannot be traded on any stock exchange or other trading venue.
Norwegian shareholders of Target are pursuant to Norwegian law not permitted to hold shares in a Norwegian company through a custodian and may therefore not hold SDRs. Any such Norwegian Target shareholders should therefore immediately ask for a conversion of its SDRs into Aker BP shares. If SEB identifies a directly registered shareholder in Target that holds Target shares in a VPC account and has Norwegian address or tax code, SEB will not allocate SDRs to such shareholder until the shareholder has submitted a VPS account to which the Consideration Shares can be received.
Conversions of SDRs to shares will be reimbursed by Aker BP during a period of 30 calendar days following the delivery of SDRs to the shareholders of Target. Thereafter, a conversion fee of up to SEK 2,500 (based on Euroclear’s 2022 price list) will be charged for each conversion by SEB and Euroclear.
Amendment and Termination of the SDR Program
The SDR program is a temporary solution that is expected to be terminated no later than 12 months after the issuance of the SDRs. Upon termination, all holders of SDRs who have not yet converted their SDRs into ordinary Shares in Aker BP, will automatically have their SDRs redeemed by Aker BP through SEB, whereby the Shares in Aker BP that the SDRs represent will be sold in the market and the net average sales proceeds will then be paid pro rata to the previous holders of such SDRs.
For further details of the Merger, please visit the Aker BP website: https://www.akerbp.com.
SEB Corporate Finance, Skandinaviska Enskilda Banken AB is financial Advisor to Aker BP in connection with the Merger. Advokatfirmaet BAHR AS is Norwegian legal advisor and Hannes Snellman Attorneys Ltd is Swedish legal advisor to Aker BP in connection with the Merger.
Kjetil Bakken, VP Investor Relations, tel.: +47 918 89 889
Ole-Johan Faret, Press Spokesperson, tel.: +47 402 24 217
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
For the purposes of this disclaimer, “this press release” means this document, its contents or any part of them, any oral presentation, any question and answer session and any written or oral materials discussed or distributed therein. This communication does not constitute notice to a general meeting or a merger document, nor shall it constitute an offer to sell or the solicitation or invitation of any offer to buy, acquire or subscribe for, any securities or an inducement to enter into investment activity, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. You should perform an independent analysis when making any investment decision.
This press release contains forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors because they relate to events and depend on circumstances that will occur in the future whether or not outside the control of each respective company or the combined company. Such factors may cause actual results, performance or developments to differ materially from those expressed or implied by such forward-looking statements. Although managements of each respective company believe that their expectations reflected in the forward-looking statements are reasonable based on information currently available to them, no assurance is given that such forward-looking statements will prove to have been correct. You should not place undue reliance on forward-looking statements. They speak only as at the date of this press release and neither Aker BP nor Lundin Energy undertakes any obligation to update these forward-looking statements. Past performance of Aker BP and Lundin Energy does not guarantee or predict future performance of the combined company. Moreover, Aker BP, Lundin Energy and their respective affiliates and their respective officers, employees and agents do not undertake any obligation to review, update or confirm expectations or estimates or to release any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of the presentation.
The information made available in this press release is not an offer of Aker BP shares to be issued in the Merger is approved or any solicitation of votes in connection with the Merger. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act. There will be no public offering of securities in the United States.
The information made available in this press release does not constitute an offer of or an invitation by or on behalf of, Aker BP or Lundin Energy, or any other person, to purchase any securities.
The information and documents contained in this press release are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, the information and documents contained in this press release are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained in this press release is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.