NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY SECURITIES.
LYSAKER, Norway, Oct. 1, 2024 — Aker BP ASA (the “Company”) announced today the results of its previously announced tender offer for cash of any and all of its outstanding (i) 3.000% Senior Notes due 2025 (the “2025 Notes”), (ii) 2.875% Senior Notes due 2026 (the “January 2026 Notes”) and (iii) 2.000% Senior Notes due 2026 (the “July 2026 Notes” and, together with the 2025 Notes and the January 2026 Notes, the “Notes”) (each an “Offer” and, together, the “Offers”).
The Offers were made upon and are subject to the terms and conditions set forth in the Offer to Purchase dated September 23, 2024 (the “Offer to Purchase”). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.
The Offers expired as of 5:00 p.m., New York City time, on September 30, 2024 (the “Expiration Date”). As of the Expiration Date, (i) $31,905,000 in aggregate principal amount of the 2025 Notes, representing approximately 33.42% of the aggregate principal amount outstanding of the 2025 Notes, were validly tendered and not validly withdrawn, (ii) $34,199,000 in aggregate principal amount of the January 2026 Notes, representing approximately 26.36% of the aggregate principal amount outstanding of the January 2026 Notes, were validly tendered and not validly withdrawn and (iii) $602,321,000 in aggregate principal amount of the July 2026 Notes, representing approximately 85.18% of the aggregate principal amount outstanding of the July 2026 Notes, were validly tendered and not validly withdrawn. The Company has accepted for purchase all the Notes that were validly tendered and not validly withdrawn as of the Expiration Date. This amount excludes $250,000 aggregate principal amount of July 2026 Notes, tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase, which remain subject to the holders’ performance of the delivery requirements under such procedures. The Guaranteed Delivery Deadline is 5:00 p.m., New York City time, on October 2, 2024 (the “Guaranteed Delivery Deadline”).
In accordance with the terms of the Offers, the withdrawal deadline was 5:00 p.m., New York City time, on September 30, 2024. As a result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the Company).
As previously announced, registered holders of the Notes (“Holders”) who validly tendered and did not validly withdraw their Notes at or prior to the Expiration Date and whose Notes (including Notes delivered by the Guaranteed Delivery Deadline in respect of which a notice of guaranteed delivery was delivered at or prior to the Expiration Date) are accepted for purchase and payment pursuant to the Offers, will receive the Total Consideration (as defined below) with respect to the Notes, plus Accrued Interest (as defined below) on the Settlement Date. The “Settlement Date” is expected to be October 2, 2024 and the “Guaranteed Delivery Settlement Date” is expected to be on October 3, 2024, unless extended by the Company.
The “Total Consideration” for each U.S.$1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offers (including Notes delivered by the Guaranteed Delivery Deadline in respect of which a notice of guaranteed delivery was delivered at or prior to the Expiration Date) was determined in the manner described in the Offer to Purchase at the Price Determination Time. The “Price Determination Time” for the Notes was 11:00 a.m., New York City time, on September 30, 2024. The table below sets forth the calculation of the Total Consideration for each U.S.$1,000 principal amount of Notes:
|
Title of Security |
CUSIP/ISIN |
Principal |
Principal |
Principal |
Principal |
Total |
|
3.000% Senior Notes due 2025 (the “2025 Notes“) |
Rule 144A 00973RAE3 / US00973RAE36
Regulation S R0139KAA8 / USR0139KAA80 |
U.S.$95,468,000 |
$31,905,000 |
$0 |
$63,563,000 |
$995.35 |
|
2.875% Senior Notes due 2026 (the “January 2026 Notes“) |
Rule 144A 00973RAG8 / US00973RAG83 Regulation S R0139KAC4/ USR0139KAC47 |
U.S.$129,733,000 |
$34,199,000 |
$0 |
$95,534,000 |
$982.44 |
|
2.000% Senior Notes due 2026 (the “July 2026 Notes“) |
Rule 144A 55037AAA6 / US55037AAA60 Regulation S N5369RAA7 / USN5369RAA79 |
U.S.$707,109,000 |
$602,321,000 |
$250,000 |
$104,788,000 |
$963.21 |
|
Notes: |
|||||
|
(1) |
As of the commencement date of the Offers. |
||||
|
(2) |
Excluding principal amount of Notes tendered using guaranteed delivery procedures. |
||||
|
(3) |
As at the Expiration Date. |
||||
|
(4) |
For each U.S.$1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Offers. Does not include Accrued Interest (as defined below). |
||||
Holders will also receive with respect to any Notes validly tendered and accepted for purchase in the Offers (including Notes delivered by the Guaranteed Delivery Deadline in respect of which a notice of guaranteed delivery was delivered at or prior to the Expiration Date) accrued and unpaid interest on such Notes from, and including, the last interest payment date applicable to such Notes to, but not including, the Settlement Date (“Accrued Interest”), payable on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable. For the avoidance of doubt, the Company will not pay Accrued Interest for any periods following the Settlement Date in respect of any Notes accepted in the Offers (including any Notes delivered pursuant to the guaranteed delivery procedures).
DEALER MANAGERS
|
Barclays Capital, Inc. 745 7th Avenue, 5th Floor
|
Citigroup Global Markets Europe AG Reuterweg 16
|
Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor
|
THE INFORMATION AND TENDER AGENT
|
D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 Banks and brokers call: (212) 269-5550 All others call toll free: (800) 628-8532 Email: [email protected] |
The Offer to Purchase and any other relevant notice and documents with respect to the Offers are available at www.dfking.com/akerbp, operated by the Information and Tender Agent for the purpose of the Offers.
OFFER RESTRICTIONS
General
This announcement is not an Offer to Purchase any Notes or a solicitation of an offer to sell any Notes. The Offers are being made solely by means of the Offer to Purchase. Neither the Company, the Dealer Managers nor the Information and Tender Agent makes any recommendation as to whether Holders should tender any or all of their Notes for payment pursuant to the Offers.
The distribution of this announcement and the Offer to Purchase is restricted by law in certain jurisdictions. Persons into whose possession this announcement or the Offer to Purchase comes are required by the Company, the Dealer Managers and the Information and Tender Agent to inform themselves of and to observe any such restrictions.
Neither this announcement nor the Offer to Purchase constitutes, nor may they be used in connection with, an offer to buy Notes or a solicitation to sell Notes by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or a solicitation. Neither the Company, the Dealer Managers nor the Information and Tender Agent accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
European Economic Area
The Offers are not being made in any Member State of the European Economic Area (“EEA”), other than to persons who are “qualified investors” as defined in Regulation (EU) No 2017/1129 (as amended, the “Prospectus Regulation”), or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in this Offer to Purchase.
United Kingdom
The communication of this announcement by the Company and the Offer to Purchase and any other documents or materials relating to the Offers is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)), persons who are within Article 43(2) of the Order, persons who are qualified investors of the kind described in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.), persons who otherwise fall within an exemption set forth in the Order such that section 21(1) of the FSMA does not apply or any other persons to whom the Offers may otherwise lawfully be made under the Order and all other applicable securities laws. In the United Kingdom, the Offer to Purchase and any other documents or materials relating to the Offers are only available to, and any investment or investment activity to which this Offer to Purchase or such other materials relate will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this Offer to Purchase or any of its contents or any such other materials.
Italy
None of the Offers, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Offers are being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes and/or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (“France“). Neither this announcement nor the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d’investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), acting for their own account, with the exception of individuals, within the meaning ascribed to them in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, and applicable regulations thereunder, are eligible to participate in the Offers. This announcement, the Offer to Purchase and any other documents or offering materials relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Belgium
Neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than “qualified investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.
Switzerland
Neither this announcement, the Offer to Purchase nor any other offering or marketing material relating to the Notes constitutes an offer or solicitation to purchase or invest in the Notes described herein. The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from Switzerland and will not be listed on the SIX Swiss Exchange or on any other exchange or regulated trading facility in Switzerland. Neither the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or this announcement or the Notes constitutes a prospectus or a key information document within the meaning of articles 35 and 58 of the Swiss Financial Services Act (“FinSA”), and neither this announcement, nor the Offer to Purchase nor any other offering or marketing material relating to the Offer to Purchase or the Notes may be publicly distributed or otherwise made publicly available in Switzerland. In particular, none of this announcement, the Offer to Purchase or any other document produced in connection with this announcement, the Offer to Purchase or the Notes have been or will be approved by a Swiss review body (Prospektprüfstelle) according to article 52 FinSA, or by the Swiss Financial Market Supervisory Authority FINMA under the Swiss Collective Investment Schemes Act.
Norway
This announcement and the Offer to Purchase has not been and will not be filed with or approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet), the Oslo Stock Exchange (Nw. Oslo børs) or any other regulatory authority in Norway. The Notes have not been offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway, unless in compliance with Chapter 7 of the Norwegian Securities Trading Act of June 29, 2007 No. 75 (Nw. verdipapirhandelloven) and secondary regulations issued pursuant thereto, as amended or replaced from time to time (the “Securities Trading Act”). Accordingly, this announcement and the Offer to Purchase may not be made available nor may the Notes otherwise be marketed and offered for sale in Norway other than in circumstances that are deemed not to be a marketing of an offer to the public in Norway in accordance with the Securities Trading Act.
SOURCE Aker BP ASA
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