Registration of Aker Solutions Demerger
The consummation of the demerger of Aker Solutions ASA (the existing Aker Solutions) was registered with the Norwegian Registry of Business Enterprises after the close of trading on the Oslo Stock Exchange on September 26, 2014.
The separation of Aker Solutions into two independent companies was announced on April 30 and approved by shareholders on August 12, 2014. The completion of the demerger involves changes to the share capital, the registration of new boards of directors, changes in company names and trading tickers and adoption of new articles of association, as outlined below.
As a consequence of the demerger, the share capital of the existing Aker Solutions (to be renamed Akastor) has been reduced to NOK 162,208,000 from NOK 454,840,000 through a reduction of the par value of each existing share in Aker Solutions to NOK 0.592 from NOK 1.66. Simultaneously, with the reduction in the existing Aker Solutions’ share capital, the new Aker Solutions’ share capital has been (i) reduced to zero from NOK 1,000,000 by redeeming all shares in the new Aker Solutions and distributing the reduced amount to the existing Aker Solutions (to be renamed Akastor) and (ii) increased to NOK 293,807,940.12 from zero by issuing 272,044,389 consideration shares in the new Aker Solutions to eligible shareholders. The consideration shares each have a par value of NOK 1.08 and are issued at a ratio of one consideration share in the new Aker Solutions for each share in the existing Aker Solutions.
The consideration shares in the new Aker Solutions will be distributed on a pro rata basis to shareholders of the existing Aker Solutions as of the expiry of the September 26, 2014 cut-off date, as such shareholders appear in the shareholders register for the existing Aker Solutions at the Norwegian Central Securities Depositary (VPS) as of October 1, 2014 (record date). The consideration shares in the new Aker Solutions will be delivered and made available to eligible shareholders on October 2, 2014.
With the registration of the demerger, the new board of directors of Akastor ASA was registered with the Norwegian Registry of Business Enterprises. The board of Akastor ASA consists of the shareholder-elected members Øyvind Eriksen (Chairman), Kjell Inge Røkke, Lone Fønss Schrøder, Sarah Ryan and Kathryn M. Baker and the employee-elected members Jannicke Sommer-Ekelund, Stig Faraas and Asbjørn Pettersen. Frank O. Reite was registered as the Chief Executive Officer of Akastor ASA.
The board of directors of the new Aker Solutions was also registered with the Norwegian Registry of Business Enterprises. The board of the new Aker Solutions consists of the shareholder-elected members Øyvind Eriksen (Chairman), Kjell Inge Røkke, Anne Drinkwater, Koosum Kalyan and Stuart Ferguson and the employee-elected members Atle Teigland, Åsmund Knutsen and Hilde Karlsen.
The existing Aker Solutions has on completion of the demerger changed its name to Akastor ASA and has since Friday, September 26 traded under the ticker AKA on the Oslo Stock Exchange. The new Aker Solutions has simultaneously changed its name to Aker Solutions ASA and will from Monday, September 29 trade under the AKSO ticker on the stock exchange.
The above-mentioned capital and name changes have resulted in updated articles of association for both Akastor ASA and the new Aker Solutions. The updated articles are included in this release and are also made available at http://akersolutions.com/Articles-of-association and http://akastor.com/articles-of-association.
As part of the completion of the demerger, the two bond loans issued by the existing Aker Solutions in 2012 with ISIN NO 001064743.1 (ticker AKSO01) and ISIN NO 0010661051 (ticker AKSO02) have also been transferred to the new Aker Solutions. The first day of trading of the bonds in the name of the new Aker Solutions will be September 29, 2014.