Aker Solutions ASA (AKSO): Potential block sale of existing shares

02 Nov 2022 16:31 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN OR ANY
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

Oslo, Norway – 2 November 2022.

The Norwegian state, represented by the Norwegian Ministry of Trade, Industry
and Fisheries (the “NMTIF” or “Seller”), has retained Pareto Securities AS and
SpareBank 1 Markets AS (jointly, the "Managers") to explore a potential block
sale of existing shares in Aker Solutions ASA (the "Company") through a private
placement (the “Offering”).

The Seller is contemplating selling up to 30,092,942 shares in the Company
(equal to approx. 6.11% of the Company’s outstanding shares). The Seller
reserves the right, at its sole discretion, to amend the offering size or to
sell no shares at all. The price in the Offering will be set through an
accelerated bookbuilding process and will be denominated in NOK.

The bookbuilding period in the Offering will commence immediately (2 November
2022) and will close tomorrow on 3 November 2022 at 08:00 CET. The Seller may,
at its sole discretion, extend or shorten the bookbuilding period at any time
and for any reason without notice. If the bookbuilding period is extended or
shortened, the other dates referred to herein might be changed. The Offering is
expected to be priced and allocated before 09:00 CET on 3 November 2022 (T). The
settlement in the Offering will be conducted on a normal delivery-versus-payment
basis (DVP T+2).

The Seller currently holds 60,185,885 shares in the Company (equal to approx.
12.23% of the Company’s outstanding shares). The Seller will enter into a 90-day
customary lock-up with the Managers (subject to certain exceptions) following
the completion of the Offering for any of the shares the Seller currently holds
in the Company which are not sold as part of the Offering.

The minimum order and allocation in the Offering have been set to the NOK
equivalent of EUR 100,000. The Managers may, however, allocate amounts below EUR
100,000 to the extent exemptions from the prospectus requirements, in accordance
with applicable regulations (including Regulation (EU) 2017/1129 and the
Norwegian Securities Trading Act with ancillary regulations), are available.

Pareto Securities AS and SpareBank 1 Markets AS are acting as joint lead
managers and joint bookrunners in connection with the Offering. Wikborg Rein
Advokatfirma AS is acting as legal counsel to the NMTIF in connection with the
Offering.

For more information about the Offering, please contact one of the Managers:

Pareto Securities AS
+47 22 87 87 50

SpareBank 1 Markets AS
+47 24 14 74 70

Important notices:

This announcement is not and does not form a part of a prospectus or 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 the United States of America or 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. Accordingly, this announcement is not
for public release, publication or distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any state of
the United States and the District of Columbia), except to “qualified
institutional buyers” as defined in Rule 144A under the U.S. Securities Act of
1933, as amended (the “Securities Act”). 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 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 amended by The Prospectus (Amendment etc.) (EU Exit)
Regulations 2019, and which 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”), (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.

None of the Managers or any of their respective directors, officers, employees,
advisers 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 release (or whether any
information has been omitted from the release) or any other information relating
to the Company, 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 release or its contents or otherwise arising in connection
therewith.

The Managers are acting on behalf of the Seller and no one else in connection
with the Offering and will not be responsible to any other person for providing
the protections afforded to clients of the Managers or for providing advice in
relation to the Offering.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgement. 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.

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