Fulfilment of closing conditions and timeline for completion of combination with Lundin Energy’s E&P business
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 notice 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 currently wholly owned by Lundin Energy AB (publ) (“Lundin Energy”). At the time of completion of the Merger, the Target will consist of the exploration and production business (including assets, rights and liabilities) which is currently carried out by Lundin Energy (directly or indirectly through subsidiaries). Below is information on how and when the Target shareholders will receive the merger consideration in the Merger, and some key dates for completion of the Merger.
In order to facilitate an efficient distribution of the merger consideration directly from Aker BP to the shareholders of Lundin Energy, Lundin Energy will shortly before the completion of the Merger distribute all shares in Lundin Energy MergerCo AB (publ) to its shareholders through a so-called Lex Asea dividend, as detailed below. The Board of Directors of Lundin Energy has today resolved to determine the record date for the Lex Asea distribution of all shares in the Target to its shareholders, set to 27 June 2022, which shall result in the Lex Asea distribution being completed on 29 June 2022.
Aker BP is pleased to announce the fulfilment of all conditions for completion of the Merger. Completion of the Merger is accordingly set to take place on 30 June 2022, conditional upon the Lex Asea distribution having been completed and the final registration of the Merger with the Norwegian Register of Business Enterprises.
As Merger consideration, Target's shareholders will receive a cash amount in SEK corresponding to USD 7.76 at the average exchange rate established by the WM/Refinitiv Spot (Bloomberg code: WMCO) during 10 – 23 June 2022, plus 0.95098 shares in Aker BP, initially represented by so-called Swedish Depository Receipts (“SDRs”), for each share in Target outstanding as at completion of the Merger. Aker BP will only distribute whole SDRs and the number of delivered SDRs will for each Target shareholder be rounded down to the nearest whole number. The net consideration for excess fractions will be paid in cash. The SDRs are expected to be issued by Skandinaviska Enskilda Banken AB (publ) (“SEB”) and delivered to the eligible Target shareholders in the book-entry system administered by Euroclear Sweden AB (“Euroclear”) 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.
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. The SDR General Terms and Conditions will be made available on the Company’s website, www.akerbp.com.
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 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 accounts, he or she may need 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. Information will be sent out separately by post to the relevant Target shareholders who have their shares directly registered in their name with Euroclear Sweden on how and when the shareholders can request such conversion. Lundin Energy shareholders that own their shares on a custody account, with a broker or other financial institution, will not receive any letter or conversion instruction directly from Lundin Energy/Aker BP, and should instead 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 initial 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.
Key dates for the Merger:
|29 June 2022||Distribution date for Lex Asea dividend.|
|30 June 2022||Completion of the Merger, subject to completion of the Lex Asea distribution. Aker BP to issue the Consideration Shares.|
|11 July 2022
|Deadline for requesting conversion of SDRs to receive Aker BP shares on 13 July 2022.|
|11 July 2022||Delivery of the merger consideration (cash and SDRs).|
|13 July 2022||Delivery of shares in Aker BP to holders of SDRs that have requested a conversion of their SDRs by 15:00 CEST on 11 July 2022.|
|19 July 2022||Delivery of cash for excess fractions of merger Consideration Shares.|
|10 August 2022||Deadline for requesting free conversion of SDRs to Aker BP shares.|
|11 July 2023||Deadline for requesting conversion of SDRs to Aker BP shares, before closing down the SDR programme, with sale of underlying Aker BP shares and compensation in cash. Aker BP will communicate further information well in advance of the closing down of the SDR programme.|
A frequently asked questions (“FAQ”) section is available on the Lundin Energy website which provides more information around the details of the Merger and the conversion of SDRs into shares in Aker BP, please see: https://www.lundin-energy.com/investors/combination-proposal/.
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. Any decision with respect to the proposed statutory merger of Aker BP and Target, a newly established Swedish public limited liability company currently wholly-owned by Lundin Energy in accordance with the Norwegian Companies Act and the Swedish Companies Act should be made solely on the basis of information to be contained in the actual notices to the general meetings of Aker BP and Lundin Energy, as applicable, and the merger document related to the Merger as well as on an independent analysis of the information contained therein. You should consult the merger document, which will be available prior to the general meeting of shareholders at which the matters set out herein will be subject to vote, for more complete information about the Merger. You should also perform an independent analysis of the information contained therein and the merger document 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. Additionally, there can be no certainty that the Merger will be completed in the manner and timeframe described in this press release, or at all.
No offer in relation to the Merger is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand, South Africa or Switzerland (the “Excluded Jurisdictions”) or in any other jurisdiction where such offer pursuant to legislation and regulations in such relevant jurisdiction would be prohibited by applicable law, by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of the Excluded Jurisdictions, and the offer relating to the Merger cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, the Excluded Jurisdictions. Accordingly, this press release or any documentation relating to the Merger are not being and should not be sent, mailed or otherwise distributed or forwarded in or into the Excluded Jurisdictions. This press release is not being, and must not be, sent to shareholders with registered addresses in the Excluded Jurisdictions. Banks, brokers, dealers and other nominees holding shares for persons in the Excluded Jurisdictions must not forward this press release or any other document received in connection with the Merger to such persons.
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.