Aker ASA: Announces Transactions with Aker Horizons and Aker Carbon Capture

OSLO, Norway, May 9, 2025 /PRNewswire/ -- Reference is made to the announcements today by Aker Horizons ASA ("AKH") and Aker Carbon Capture ASA ("ACC") regarding respective transactions involving Aker entities.

The independent transactions are the outcome of a comprehensive strategic review of alternatives for a refinancing of Aker Horizons. The proposed totality will also simplify and consolidate Aker ASA's ("Aker") ownership. Full announcements, including transaction details, are available at www.akerhorizons.com and www.akercarboncapture.com.

In summary, the main elements are:

1. Aker Horizons:
   1. Aker Horizons Holding to merge with a subsidiary of Aker ASA against a merger consideration, whereby AKH shareholders (other than Aker Capital, an Aker ASA subsidiary) will receive 0.001898 shares in Aker ASA and NOK 0.267963 in cash for each share owned in AKH (subject to rounding). The exchange rate is based on the 30-day volume-weighted average share price for each company. Aker Horizons Holding encompasses all business activities of the Aker Horizons group, including its shareholding in Aker Carbon Capture ASA (ACC), investment in Mainstream Renewable Power, and the Narvik properties.
   2. Aker ASA will settle the consideration shares in the merger with treasury shares or issue new shares pursuant to current board authorizations.
   3. AKH's NOK 2.5 billion green bond will be redeemed before the original maturity date of August 15, 2025, using existing cash reserves, thereby reducing cash interest costs that would have accrued until the bond's maturity.
   4. Bondholders in the NOK 1.6 billion convertible bond will be offered redemption at 93% of par value. Aker Capital will remain with NOK 1.3 billion of this debt.
   5. The debtor position of other loans in AKH will be moved to Aker Horizons Holding and continued.
2. Aker Carbon Capture:
   1. A subsidiary of Aker Capital will acquire the 20% ownership interest in SLB Capturi AS for a cash consideration of NOK 635 million and undertake guarantee commitments to cover ACC's parent company guarantees and liabilities towards SLB in relation to the partnership. These agreements will increase the distributable reserves in ACC, ensuring a significant liquidity event for ACC shareholders. Following completion of the sale of the ownership interest in SLB Capturi, the ACC Board of Directors will propose that shareholders approve a dividend payment of approximately NOK 1.7 billion.

Final approval of certain transaction matters is subject to the approval of extraordinary general meetings in both AKH and ACC. The boards of all involved companies believe that the mergers and transactions described in the announcements are in the best commercial interests of the respective companies and their shareholders and have deemed it advisable to complete the transactions as announced.

Please also find attached a shareholder letter from Kjell Inge Røkke, Chairman of Aker.

For further information, please contact:
Svein Oskar Stoknes, Chief Financial Officer Aker ASA
Tel: [phone]
Email: [e-mail]

Atle Kigen, Head of Media Relations and Public Affairs Aker ASA
Tel: [phone]
Email: [e-mail]

This information is considered to be inside information pursuant to the EU Market Abuse Regulation article 7 and is subject to the disclosure requirements pursuant to MAR article 17 and Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Laila Hop, Paralegal, Aker ASA, on May 9, 2025, at 07.00 CEST.

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https://news.cision.com/aker-asa/r/aker-asa--announces-transactions-with-aker-horizons-and-aker-carbon-capture,c4147908

The following files are available for download:

https://mb.cision.com/Main/18835/4147908/3438814.pdf	Chairman Letter to Shareholders
https://mb.cision.com/Public/18835/4147908/8ae088a57fb41e3a.pdf	Brev til medaksjonærer

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