NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FORNEBU, Norway, June 8, 2023 - Aker BP ASA (the "Company") is pleased to announce that it has priced its offering (the "Offering") of $500 million aggregate principal amount of 5.600% Senior Notes due 2028 (the "2028 Notes") at a price equal to 99.910% of the aggregate principal amount thereof and $1,000 million aggregate principal amount of its 6.000% Senior Notes due 2033 (the "2033 Notes") at a price equal to 99.762% of the aggregate principal amount thereof (the 2028 Notes and 2033 Notes together, the "Notes"). Interest will be payable semi-annually.
The Company intends to use the net proceeds of the Offering (a) for general corporate purposes and (b) to purchase (i) any and all of its outstanding 3.000% Senior Notes due 2025 and (ii) up to $500 million (less the amount validly tendered and accepted for purchase pursuant to the tender offer for the 2025 Notes) (the "Capped Maximum Amount") of its outstanding 2.875% Senior Notes due 2026 and/or its outstanding 2.000% Senior Notes due 2026 (the "Tender Offers" and each, a "Tender Offer"), in each case as validly tendered and accepted for purchase. Consummation of each Tender Offer is subject to the satisfaction of certain conditions. The Company reserves the right, subject to applicable law, to (i) waive any and all conditions to any or all of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase the Capped Maximum Amount or (iv) otherwise amend any of the Tender Offers in any respect.
The Offering is expected to close on or about June 13, 2023, subject to customary conditions precedent for similar transactions. In connection with the Offering, the initial purchasers may engage in stabilizing transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. Any stabilization action must be conducted in accordance with all applicable laws and rules.
For further information, please contact:
Kjetil Bakken, VP Investor Relations, tel.: +47 918 89 889
John Ole Hægeland, VP Corporate Finance, tel.: +47 906 06 169
Cautionary Statements
This press release is for information purposes only and does not constitute a prospectus or any offer to sell or the solicitation of an offer to buy any security in the United States of America or in any other jurisdiction. This press release also does not constitute an offer to purchase or the solicitation of an offer to purchase any security in the United States of America or any other jurisdiction. This announcement is not for public release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), except to "qualified institutional buyers" ("QIBs") as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"). This announcement does not constitute or form a part of any offer of, or solicitation to purchase or subscribe for, any securities in the United States. Any such securities have not been, and will not be, registered under the Securities Act. Any such securities may not be offered or sold in the United States, except that the securities may be offered for sale in the United States to QIBs in reliance on the exemption from registration under Rule 144A. No public offering of securities will be made in the United States or in any other jurisdiction where such an offering is restricted or prohibited.
This announcement is directed only at persons (i) outside the United Kingdom; (ii) that have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order or (iv) to whom this announcement may otherwise be directed without contravention of Section 21 of the Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
In member states of the European Economic Area ("EEA") or the United Kingdom, this announcement is directed only at persons who are "qualified investors" under Regulation (EU) 2017/1129, as amended, or Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018.
No PRIIPs/UK PRIIPs KID. No PRIIPs/ UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom.
This press release may include projections and other "forward-looking" statements within the meaning of applicable securities laws. Any such projections or statements reflect the current views of the Company about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement into certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
