NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN OR
ANY JURISDICTION IN WHICH SUCH 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 notice published on 10 November 2021
regarding a potential block sale of existing shares in Aker BP ASA ("Aker BP" or
the "Company") by Aker ASA (100% owner of Aker Capital AS) ("Aker") and bp p.l.c
(100% owner of BP Exploration Operating Company Ltd) ("BP") (jointly the
"Sellers").
The Sellers have successfully sold 18,010,000 shares in the Company,
representing approximately 5% of the shares outstanding in the Company, at NOK
310 per share (the "Offering"). 10,291,429 of the shares were sold by Aker and
7,718,571 of the shares were sold by BP. Settlement is expected to take place on
a delivery versus payment basis on or about 15 November 2021.
Following the Offering, Aker holds 133,757,576 shares in the Company,
representing approximately 37.14% of the outstanding shares and votes in the
Company and BP holds 100,302,878 shares in the Company, representing
approximately 27.85% of the outstanding shares and votes in the Company. The
Sellers have entered into a 6-month lock-up with the managers on the remaining
shares in the Company held by the Sellers after the Offering, subject to certain
exemptions.
Kjell Inge Røkke, the chairman of the board of directors in Aker ASA and the
ultimate majority owner of Aker ASA, is a member of the board of directors in
Aker BP. Øyvind Eriksen, the President and CEO of Aker ASA, is the chairman of
the board of directors in Aker BP. Murray Auchincloss, the CFO of BP Plc and
Kate Thomson, SVP Finance OB&C of BP Plc, are members of the board of directors
in Aker BP.
J.P. Morgan AG and Pareto Securities AS acted as Joint Global Coordinators and
Joint Bookrunners in the Offering, together with DNB Markets, a part of DNB Bank
ASA, Goldman Sachs International and Morgan Stanley & Co. International that
acted as Joint Bookrunners in the Offering (the "Managers"). Advokatfirmaet BAHR
AS acted as Norwegian legal advisers.
This information is considered to include inside information pursuant to the EU
Market Abuse Regulation article 7 and is subject to the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU
Market Abuse Regulation article 19. This stock exchange announcement was
published by Laila Hop, Paralegal in Aker ASA, on November 11, 2021 at
01.10 CET.
Important Notices
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 of the Company. 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.
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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering or its
securities in the United States or to conduct a public offering of securities in
the United States.
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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended 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" within the meaning of the
Prospectus Regulation as it forms part of English law by virtue of the European
Union (Withdrawal) Act 2018 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 for
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.
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 the Sellers 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 their
control.
By their nature, forward-looking statements are subject to numerous factors,
risks and uncertainties that could cause actual outcomes and results to be
materially different from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements. Except for any ongoing
obligation to disclose material information as required by the applicable law,
the Sellers do not have any intention or obligation to publicly update or revise
any forward-looking statements after they distributes this announcement, whether
to reflect any future events or circumstances or otherwise.
Neither of the Managers nor any of their respective affiliates makes any
representation as to the accuracy or completeness of this announcement and none
of them accepts any responsibility for the contents of this announcement or any
matters referred to herein.
Each of the Managers is acting for the Sellers only in connection with the
Offering and no one else, and will not be responsible to anyone other than the
Sellers for providing the protections offered to clients nor for providing
advice in relation to the Offering, the contents of this announcement or any
transaction, arrangement or other matter referred to in 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 in the Company. Neither the
Managers nor any of their respective affiliates accepts any liability arising
from the use of this announcement.