Aker Clean Hydrogen AS – Contemplated private placement and listing on Euronext Growth Oslo

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. Reference is made to the previous stock exchange announcement made by Aker Horizons AS ('Aker Horizons') on 19 February 2021 regarding a potential private placement (the 'Private Placement') and admission to trading on Euronext Growth (Oslo) (the 'Listing', and together with the Private Placement, the 'IPO') of Aker Clean Hydrogen AS ('Aker Clean Hydrogen' or the 'Company'). Aker Clean Hydrogen is contemplating a private placement of new shares in the Company (the 'Private Placement') to raise gross proceeds of up to approximately NOK 3.0 billion. The net proceeds from the Private Placement will be used to support the strong growth in Aker Clean Hydrogen, in particular to fund capital requirements in the current portfolio of projects and prospects and to accelerate the development of pipeline and opportunities to projects and for general corporate purposes. The Company has retained Carnegie AS, DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as Joint Global Coordinators and Joint Bookrunners and Arctic Securities AS and Sparebank1 Markets AS as Joint Bookrunners (jointly the 'Managers') to advise on and effect the Private Placement. The Private Placement Through the Private Placement, the Company intends to issue up to 187,500,000 new shares (the 'Offer Shares') to raise gross proceeds of approximately NOK 3.0 billion (the 'Offering Size'). The offer price is fixed at NOK 16 per share (the 'Offer Price'), equivalent to a pre-money valuation of NOK 8.0 billion. In addition, the Managers may elect to over-allot up to 28,125,000 existing shares, raising gross proceeds of up to approximately NOK 450 million (the 'Additional Shares'), representing 15 percent of the Offering Size in the Private Placement, pursuant to an over-allotment option (the 'Over-Allotment Option'). After completion of the Private Placement and subject to full exercise of the Over-Allotment Option and the Greenshoe Option (as defined below), the free float of the Company is expected to be approximately 26 percent. The Private Placement is directed towards selected Norwegian and international investors in each case subject to, and in compliance with, applicable exemptions from relevant prospectus, filing or registration requirements in the relevant jurisdictions. Further selling restrictions and transaction terms will apply. Aker Horizons has through its wholly-owned subsidiary Aker Horizons Holding precommited to subscribe for, and will be allocated Offer Shares for NOK 500 million in the Private Placement. Aker Horizons Holding will furthermore enter into a customary lock-up agreement whereby all shares held by Aker Horizons Holding in the Company, including the Offer Shares allocated to Aker Horizons Holding, will be subject to lock-up for a period of 6 months from the first day of Listing, with certain exceptions. In addition, the Company has through a limited wallcrossing process received significant pre-commitments from leading domestic, Nordic and international institutional investors. The Company has agreed to provide cornerstone investors a total minimum allocation of NOK 1,400 million, representing approx. 40% of the total offering size, with NOK 500 million to Aker Horizons (as mentioned above) and a total of NOK 900 million to investors including AP4, DNCA Invest, Folketrygdfondet (The Government Pension Fund Norway) and Ophir Asset Management. The bookbuilding period for the Private Placement will commence today, 4 March 2021 at 09:00 (CET) and will close on 5 March 2021 at 14:00 (CET). Aker Clean Hydrogen reserves the right to close or extend the bookbuilding period at any time and for any reason at its sole discretion and without notice. The minimum order size and allocation in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, offer and allocate an amount below EUR 100,000, pursuant to any applicable exemptions from the prospectus requirement being available. Allocation of Offer Shares will be determined following the expiry of the bookbuilding period by the Company's board of directors (the 'Board') at their sole discretion. The Company will strive to give preferred allocation to existing shareholders in Aker Horizons and otherwise focus on criteria such as (but not limited to) timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon, provided however, that Aker Horizons Holding and the pre-committed investors will receive allocations as set out above. Settlement is expected to take place on or about 10 March 2021 on a delivery versus payment basis. The completion of the Private Placement by delivery of the Offer Shares to the Applicants is subject to (i) all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and allocate the Offer Shares and an extraordinary general meeting of the Company resolving to issue the New Shares, (ii) the completion of an internal reorganization whereby the Company shall acquire all shares in Aker Clean Hydrogen Holding AS from Aker Horizons Holding, and (iii) the registration of the share capital increase in the Company pertaining to the New Shares in the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) having taken place. The Company and the Managers reserve the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation. Aker Horizons Holding is expected to grant Carnegie AS, on behalf of the Managers (the 'Stabilisation Manager'), an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. Pursuant to the Over-Allotment Option, the Company is also expected to grant the Stabilisation Manager an option (the 'Greenshoe Option') to subscribe and have issued, at the Offer Price, a number of new shares equal to the number of Additional Shares allocated in the Private Placement to cover short positions resulting from any over-allotments made in the Private Placement not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the shares commences on Euronext Growth (Oslo). The Company will receive the proceeds from any shares sold under the Over-Allotment Option if, and to the extent, that the Greenshoe Option is exercised. Net profits from stabilisation activities, if any, will be to the benefit of Aker Horizons Holding. In connection with the Private Placement, the Company will also offer its employees to subscribe for new shares in the Company at the Offer Price, less a 25 percent discount due to lock-up restrictions. The Company expect to issue approximately 225,000 new shares under the employee offering. The Listing The Company has applied for admission to trading of its shares on Euronext Growth (Oslo), a multilateral trading facility operated by the Oslo Stock Exchange. Following completion of the Private Placement, the Company is expected to be admitted to trading on Euronext Growth (Oslo), with the first day of trading expected to occur on or about 10 March 2021 under the ticker symbol 'ACH'. Subject to completion of the Private Placement, the Company intends to initiate a process with the aim to apply for listing on the Oslo Stock Exchange (Oslo Børs or alternatively Euronext Expand) within 12 months after completion of the Private Placement, subject to prevailing market conditions and satisfaction of applicable listing requirements. Advokatfirmaet BAHR AS acts as legal advisor to the Company in connection with the IPO. Advokatfirmaet Thommessen AS assists the Managers in connection with the IPO. For further information, please contact: Ivar Simensen, Communications, Aker Horizons Tel: +47 46402317 Email: [email protected] Christian Yggeseth, Investor Relations Tel: + 47 915 10 000 Email: +47 [email protected] Important Notice This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. 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. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company undertakes no 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. 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 the Company. Neither the Company, Carnegie AS, DNB Markets, a part of DNB Bank ASA, Pareto Securities AS, Arctic Securities AS, Sparebank1 Markets AS nor any of their respective affiliates accepts any liability arising from the use of this announcement. This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Ivar Simensen, Communications, Aker Horizons AS on 4 March 2021 at 07:00 (CET).