NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN ANY 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 announcements by Aker Clean
Hydrogen AS ("Aker Clean Hydrogen" or "ACH") regarding the contemplated merger
with Aker Horizons ASA ("Aker Horizons"). The merger will be carried out as a
triangular merger whereby ACH will merge with Aker Horizons' wholly-owned
subsidiary AH Seksten AS as the surviving entity and Aker Horizons will issue
consideration shares.
The creditor notice period for the merger has now expired, in accordance with
section 13-17 of the Norwegian Public Limited Liability Companies Act, without
any creditors objecting. All conditions for completion of the merger are
therefore fulfilled. The boards of Aker Clean Hydrogen and AH Seksten AS have
therefore resolved to complete the merger by final registration in the Norwegian
Register of Business Enterprises after close of trading on the Oslo Stock
Exchange today, Friday 17 June 2022 (the "Effective Date") which will be the
last day of trading in the ACH shares on Euronext Growth (Oslo).
Eligible shareholders in ACH (other than Aker Horizons) will receive 0.2381
merger consideration shares in Aker Horizons for each share owned in ACH as of
the expiry of the Effective Date, as such shareholders appear in the shareholder
register with Euronext Securities Oslo (the "VPS") as at the expiry of Tuesday
21 June 2022 (the "Record Date").
The consideration shares will be delivered to the eligible shareholders through
VPS on Wednesday 22 June 2022. Fractions of shares will not be allotted, and the
number of consideration shares delivered to each eligible ACH shareholder will
be rounded down to the nearest whole number. Excess shares, which as a result of
this round down will not be allotted, will be issued to and sold by DNB Markets,
a part of DNB Bank ASA. The sales proceeds will be given to Aker Horizons, which
will give the sales proceeds further to charity.
The merger is executed and implemented in parallel with a contemplated
triangular merger between Aker Horizons and Aker Offshore Wind AS ("AOW"). Upon
completion of both mergers, the shareholders of ACH and AOW will receive a total
of up to 80,612,586 consideration shares in Aker Horizons.
Advisors
Pareto Securities AS is engaged as financial adviser to ACH and Advokatfirmaet
Thommessen AS is acting as legal counsel to ACH.
Contact information
Investor contact:
Kristoffer Dahlberg, +47 911 24 475, kristoffer.dahlberg@akercleanhydrogen.com
Media contact:
Mathias Nilsen Reierth, +47 988 05 724, mathias.reierth@akerhorizons.com
About Aker Clean Hydrogen
Aker Clean Hydrogen aims to develop, build, own and operate clean hydrogen
production on an industrial scale. Aker Horizons is the majority shareholder of
the company, and Aker Clean Hydrogen uses domain expertise across the Aker
Group, including systems integration, engineering, technology development,
project implementation, digitalization and financial optimization to increase
efficiency and reduce project costs. The company aims to reach a net installed
capacity of 5 GW by 2030, and will make a major contribution to realizing the
hydrogen industry and reducing greenhouse gas emissions globally.
IMPORTANT NOTICE
This information is subject to the disclosure requirements pursuant to Section 5
-12 the Norwegian Securities Trading Act.
This announcement is issued for information purposes only and does not form a
part of any offer to sell, or a solicitation of an offer to purchase, any
securities in any jurisdiction. Neither this announcement nor the information
contained herein is for publication, distribution or release, in whole or in
part, directly or indirectly, in or into or from the United States (including
its territories and possessions, any State of the United States and the District
of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other
jurisdiction where to do so would constitute a violation of the relevant laws of
such jurisdiction. The publication, distribution or release of this announcement
may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The securities mentioned herein, including the consideration shares expected to
be issued as part of the merger, have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "US Securities
Act"). The securities may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the US Securities
Act or in a transaction not subject to the US Securities Act.
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. By their nature, forward-looking statements involve risk
and uncertainty because they reflect ACH's current expectations and assumptions
as to future events and circumstances that may not prove accurate. A number of
material factors could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements.
No assurance can be given that such expectations will prove to have been
correct. The information, opinions and forward-looking statements contained in
this announcement speak only as at its date and are subject to change without
notice. Neither Aker Clean Hydrogen nor Aker Horizons undertakes any obligation
to review, update, confirm, or to release publicly any revisions to any forward
-looking statements to reflect events that occur or circumstances that arise in
relation to the content of this announcement or otherwise.
Pareto Securities AS is acting exclusively for Aker Clean Hydrogen in connection
with the merger and for no one else and will not be responsible to anyone other
than Aker Clean Hydrogen for providing the protections afforded to its clients
or for providing advice in relation to the merger.
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 of Aker Clean Hydrogen or
otherwise.