ABL Group ASA: Acquisition of AGR completed

18 Apr 2023 14:30 CEST

18 April 2023 – ABL Group ASA (“ABL Group”) has successfully completed the
acquisition of 100 percent of the shares in multi-disciplinary engineering
consultancy and software company AGR AS (“AGR”) from a subsidiary of Akastor ASA
(“Akastor”). The acquisition bolsters ABL Group’s offering within well and
reservoir consultancy, enhances the group’s position supporting operators’
digitalisation and decarbonisation plans, and expands its opex-driven offshore
energy exposure.

ABL Group has today completed the acquisition of 100 percent of the shares in
AGR AS as further described in the stock exchange notice dated 20 March 2023.

The transaction values AGR at NOK 262.5 million (equivalent to USD 25.1 million
at current FX rates) on a cash and debt free basis.

The equity purchase price of NOK 277.8 million (USD 26.5 million), which
includes a NOK 15.3 million (USD 1.5 million) adjustment for net cash and
normalised net working capital in AGR, is based on a “locked box” balance sheet
as of 31 December 2022, and further adjusted for leakage inter alia from
carve-out transactions and excess cash distribution. It has been settled as
follows:

- NOK 272.5 million to be settled through issuance of 18,166,667 ordinary ABL
Group shares (the “Consideration Shares”) at a subscription price of NOK 15 per
ABL Group share, representing 14.8% of outstanding shares post issue; and
- NOK 5.3 million (the “Cash Consideration”), settled in cash on completion.

After completion of the transaction, each of Akastor, DNB and Nordea will own
approximately 1/3 of the Consideration Shares. All Consideration Shares are
subject to a 12 month lock-up period. The Consideration Shares will be issued
on a separate ISIN until publication of a listing prospectus, expected in late
May or early June 2023.


ABOUT AGR
AGR is a leading multidisciplinary engineering consultancy and software company.
The company is the result of a merger in 2019 between AGR and First Geo
(formerly Aker Geo).

Today, AGR delivers its services through five business lines: consultancy, which
delivers energy consultancy services and personnel in Norway, UK and Australia;
well management, with strong footprint in the Asia Pacific region; wellsite and
operations geology, which operates primarily in Norway; reservoir management and
asset evaluation, operating in Norway; and software products to support the
offshore energy industries globally.

The company is headquartered in Oslo, Norway, with additional offices in
Stavanger, Bergen and Tromsø in Norway; Perth, Western Australia; and Aberdeen,
UK. AGR consists of 377 personnel, of which 196 are AGR employees, and 181 are
associates/independent consultants.

In 2022, AGR delivered revenue of NOK 790 million (equivalent to USD 82.1
million at 2022 average FX rate) and an adjusted EBIT of NOK 46 million (USD 4.7
million). The company has a highly scalable business model with low fixed cost
base, which allows it to rapidly adapt to both client and market demands.

ENDS

For further information, please contact:

Investors and financial media:
Stuart Jackson, Chief Financial Officer, email: stuart.jackson@abl-group.com
Haakon Brandrud, Director of Strategy and Corporate Development, telephone: +47
95 07 05 12, email: haakon.brandrud@abl-group.com

Other media enquiries:
Endre Johansen, Corporate Communications AS, telephone: +47 41 61 06 05, email:
endre.johansen@corpcom.no

About ABL Group
ABL Group (OSE: ABL Group ASA – ticker code “ABL”) offers independent energy and
marine consultancy to the global renewables, maritime and oil and gas sectors.
The group has offices in 39 countries worldwide. ABL Group operates under seven
brands: ABL, OWC, Longitude, AGR, Add Energy, Innosea and ABL Yachts.

More information:
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