Registration of Aker Solutions Demerger

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.
ENDS
For further information, please contact:
Media:
Bunny Nooryani, Chief Communications Officer, Aker Solutions. Tel:
+47 67 59 42 71, Mob: +47 480 27 575, E-mail: bunny.nooryani@akersolutions.com
Investor relations:
David Phillips, Head of Industry & Investor Relations, Aker Solutions. Tel:
+44 208 811 7111, Mob: +44 7788 338 887, E-mail:
david.phillips@akersolutions.com
Lasse Torkildsen, SVP Investor Relations, Aker Solutions. Tel: +47 67 51 30 39,
Mob: +47 911 37 194, E-mail: lasse.torkildsen@akersolutions.com
Career opportunities:
Visit http://www.akersolutions.com/careers
Aker Solutions is a global provider of products, systems and services to the oil
and gas industry. Our engineering, design and technology bring discoveries into
production and maximize recovery from each petroleum field. We employ
approximately 28,000 people in about 30 countries. Go to www.akersolutions.com
for more information on our on our business, people and values.
This press release may include forward-looking information or statements and is
subject to our disclaimer, see www.akersolutions.com.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
Articles of association Akastor ASA:
http://hugin.info/77/R/1858733/651081.pdf
Vedtekter Aker Solutions ASA:
http://hugin.info/77/R/1858733/651084.pdf
Articles of association Aker Solutions ASA:
http://hugin.info/77/R/1858733/651082.pdf
Vedtekter Akastor ASA:
http://hugin.info/77/R/1858733/651083.pdf
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(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Aker Solutions ASA via GlobeNewswire
[HUG#1858733]