Aker BP ASA Offer to Purchase For Cash Any and All of the Outstanding Notes

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, Sept. 23, 2024 — Aker BP ASA (the “Company”), incorporated as a public limited liability company (Nw. allmennaksjeselskap) under the laws of Norway, is offering to purchase for cash 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”), which are validly tendered on or before the Expiration Date (each an “Offer” and, together, the “Offers”).

The purpose of the Offers, together with the proposed offering of the senior notes by the Company announced on the date hereof (the “Proposed New Notes Offering”), is to proactively manage the Company’s debt portfolio and to extend the average maturity profile of the Company’s existing debt. There can be no assurance that the Proposed New Notes Offering will be consummated, nor that the Proposed New Notes Offering will be consummated on the terms and amount stated herein or in the offering memorandum thereto. Consummation of each Offer is subject to the satisfaction of certain conditions, including, without limitation, the pricing of no less than $500.0 million in aggregate principal amount of the Proposed New Notes Offering (the “New Financing Condition”) and the conditions set out in the Offer to Purchase dated September 23, 2024 relating to the Offers (the “Offer to Purchase”). Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to any or all of the Offers. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.

Allocations in the Proposed New Notes Offering will be determined by the Company and the Dealer Managers in their sole discretion based on a number of different factors, which may include an assessment of an investor’s long-term interest in owning the Company’s debt securities and the size and timing of such investor’s indication of interest in the concurrent offering and in the Offers. However, neither the Company nor the Dealer Managers are obligated to consider participation in the Offers in making an allocation determination with respect to any particular investor.

The following tables summarize certain information regarding the Offers:                                            

The Offers will expire at 5:00 p.m., New York City time, on September 30, 2024 unless the Company extends the Offers (such date and time, the “Expiration Date”). The withdrawal deadline for the Offers will be 5:00 p.m., New York City time, on September 30, 2024 (the “Withdrawal Deadline”), unless extended by the Company. Following the Expiration Date, the Company will accept Notes validly tendered at or prior to the Expiration Date (including those validly tendered by the guaranteed delivery procedures set forth in the Offer to Purchase) provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Company and such accepted Notes will be settled promptly thereafter (the “Settlement Date”). It is anticipated that the Settlement Date for the Notes will be October 2, 2024, the second business day after the Expiration Date. The Guaranteed Delivery Settlement Date (as defined below) for the Notes validly tendered and not withdrawn by the Expiration Date (and delivered by the Guaranteed Delivery Deadline) will be settled promptly following the Guaranteed Delivery Deadline. It is anticipated that the Guaranteed Delivery Settlement Date for such Notes delivered by the Guaranteed Delivery Deadline will be October 3, 2024, the first business day after the Guaranteed Delivery Deadline (the “Guaranteed Delivery Settlement Date”).

The “Total Consideration” payable for each series of Notes will be a price per U.S.$1,000 principal amount of such series of Notes equal to an amount (rounded to the nearest cent, with half a cent rounded upwards), calculated in accordance with Appendix B in the Offer to Purchase and with reference to the Settlement Date that would reflect a yield to the applicable maturity date of such series of Notes equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 11:00 a.m. (New York City time), on the Price Determination Date plus (ii) the fixed spread applicable to such series, as set forth in the tables on the third page of the Offer to Purchase (the “Fixed Spread”). The “Reference Yield” means the bid side yield to maturity (rounded to the nearest 0.001% with 0.0005% rounded upwards), determined in accordance with market convention, of the applicable U.S. Treasury reference security listed in the tables above (the “Reference Security”) for such series, based on the bid side price for the relevant Reference Securities as reporting on the relevant Bloomberg Reference Page (that appears on the third page of the Offer to Purchase) at the Price Determination Date. The sum of the Fixed Spread and the Reference Yield is referred to as the “Repurchase Yield.”

In addition to the Total Consideration, all Holders of Notes validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Settlement Date (the “Accrued Interest”), payable on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable.

The Offer to Purchase sets out the full terms of the Offers. Copies of the Offer to Purchase are available from the Information and Tender Agent at the telephone number or e- mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.

DEALER MANAGERS

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 will be 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 and the Offer to Purchase by the Company 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 the Norwegian Securities Trading Act of June 29, 2007 No. 75 (Nw. verdipapirhandelloven) (the “Securities Trading Act”), which incorporates the EU prospectus regulation (Regulation (EU) 2017/1129) into Norwegian law, and secondary regulations issued pursuant thereto, in each case as amended or replaced from time to time. 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 do not result in a requirement for the registration or the publication by the Company or any other person of a prospectus pursuant to Securities Trading Act.

SOURCE Aker BP ASA

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