NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY PERSON LOCATED OR RESIDENT IN
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER
TO PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY
SECURITIES.
LYSAKER, Norway,
Sept. 30,
2024 /PRNewswire/ -- Aker BP ASA (the "Company")
announced today the pricing of its previously announced offer to
purchase for cash of any and all of its (i) 3.000% Senior Notes due
2025 (the "2025 Notes"), (ii) 2.875% Senior Notes due 2026 (the
"January 2026 Notes") and (iii)
2.000% Senior Notes due 2026 (the "July
2026 Notes" and, together with the 2025 Notes and the
January 2026 Notes, the "Notes")
(each an "Offer" and, together, the "Offers").
The Offers were made upon and are subject to the terms and
conditions set forth in the Offer to Purchase dated September
23, 2024 (the "Offer to Purchase"). Capitalized terms used in this
announcement but not defined herein have the meanings given to them
in the Offer to Purchase.
The "Total Consideration" for each U.S.$1,000 principal amount of Notes validly
tendered and accepted for payment pursuant to the Offers (including
Notes delivered by the Guaranteed Delivery Deadline in respect of
which a notice of guaranteed delivery is delivered at or prior to
the Expiration Date) was determined in the manner described in the
Offer to Purchase by reference to the fixed spread specified in the
Offer to Purchase and table below (the "Fixed Spread") over the
yield based on the bid-side price of the U.S. Treasury Reference
Security specified in the Offer to Purchase and table below (the
"Reference Yield") at 11:00 a.m., New York
City time, on September 30, 2024
(the "Price Determination Date") by the Dealer Managers.
In accordance with the terms of the Offers, the Offers will
remain open until 5:00 p.m., New York City time, on
September 30, 2024 (the "Expiration
Date") and the Guaranteed Delivery Deadline will be 5:00
p.m., New York City time, on October 2, 2024 (the
"Guaranteed Delivery Deadline"), in each case unless extended by
the Company. Notes tendered may be validly withdrawn prior
to 5:00 p.m., New York City time, on September
30, 2024 but not thereafter, excepted in certain limited
circumstances where additional withdrawal rights are required by
law. The results announcement is expected as soon as practicable on
the day following the Expiration Date, expected to be October
1, 2024, unless extended by the Company.
Title of
Security
|
CUSIP/ISIN
|
Principal
Amount
Outstanding(1)
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed
Spread
|
Total
Consideration
(2)(3)
|
3.000% Senior
Notes due 2025
(the "2025 Notes")
|
Rule 144A
00973RAE3 /
US00973RAE36
Regulation S
R0139KAA8 /
USR0139KAA80
|
U.S.$95,468,000
|
1.125% U.S.
Treasury due
January 15, 2025
|
FIT3
|
4.618 %
|
0 bps
|
$995.35
|
2.875% Senior
Notes due 2026
(the "January
2026 Notes")
|
Rule 144A
00973RAG8 /
US00973RAG83
Regulation S
R0139KAC4/
USR0139KAC47
|
U.S.$129,733,000
|
3.875% U.S.
Treasury due
January 15, 2026
|
FIT4
|
3.790 %
|
50 bps
|
$982.44
|
2.000% Senior
Notes due 2026
(the "July 2026
Notes")
|
Rule 144A
55037AAA6 /
US55037AAA60
Regulation S
N5369RAA7 /
USN5369RAA79
|
U.S.$707,109,000
|
4.500% U.S.
Treasury due
July 15, 2026
|
FIT4
|
3.657 %
|
50 bps
|
$963.21
|
__________________________
|
Notes:
|
(1)
|
As of the commencement
date of the Offers.
|
(2)
|
As at the Price
Determination Date.
|
(3)
|
For each U.S.$1,000
principal amount of Notes validly tendered and accepted for payment
pursuant to the Offers. Does not include Accrued Interest (as
defined below).
|
Holders will also receive with respect to any Notes validly
tendered and accepted for purchase in the Offers (including
Notes delivered by the Guaranteed Delivery Deadline in respect of
which a notice of guaranteed delivery is delivered at or prior to
the Expiration Date) accrued and unpaid interest on such Notes
from, and including, the last interest payment date applicable to
such Notes to, but not including, the Settlement Date ("Accrued
Interest"), payable on the Settlement Date or the Guaranteed
Delivery Settlement Date, as applicable. The Settlement Date is
expected to be October 2, 2024 and the Guaranteed Delivery
Settlement Date is expected to be October 3,
2024, unless extended by the Company. For the avoidance of
doubt, the Company will not pay Accrued Interest for any periods
following the Settlement Date in respect of any Notes accepted in
the Offers (including any Notes delivered pursuant to the
guaranteed delivery procedures).
The Company's obligation to accept for purchase and pay for
validly tendered Notes is subject to, and conditioned upon,
satisfaction or waiver of the conditions set out in the Offer to
Purchase.
DEALER
MANAGERS
|
|
|
|
Barclays Capital,
Inc.
745 7th Avenue, 5th
Floor
New York, New York 10019
United States of America
Call Collect: +1 (212) 528-7581
Toll Free: +1 (800) 438-3242
Email: us.lm@barclays.com
Attn: Liability Management Group
|
Citigroup Global
Markets Europe AG
Reuterweg 16
60323 Frankfurt am Main
Germany
Europe: +44 20 7986 8969
U.S. Toll-Free: +1 (800) 558 3745
U.S.: +1 (212) 723 6106
Email:liabilitymanagement.europe@citi.com
Attention: Liability Management Group
|
Wells Fargo
Securities, LLC
550 South Tryon Street,
5th Floor
Charlotte, North Carolina 28202
United States of America
Attn: Liability Management Group
Telephone (U.S. Toll-Free): +1 (866) 309-6316
Telephone (U.S. Collect): +1 (704) 410-4235
Telephone (Europe): +33 1 85 14 06 62
Email: liabilitymanagement@wellsfargo.com
|
|
|
|
THE INFORMATION AND
TENDER AGENT
|
|
|
|
|
D.F. King & Co.,
Inc.
48 Wall Street, 22nd
Floor
New York, New York
10005
Banks and brokers
call:
(212)
269-5550
All others call toll
free:
(800)
628-8532
Email:
aker@dfking.com
|
|
The Offer to Purchase and any other relevant notice and
documents with respect to the Offers will be available at
www.dfking.com/akerbp, operated by the Information and Tender Agent
for the purpose of the Offers.
OFFER RESTRICTIONS
General
This announcement is not an offer to purchase any Notes or a
solicitation of an offer to sell any Notes. The Offers are being
made solely by means of the Offer to Purchase. Neither the Company,
the Dealer Managers nor the Information and Tender Agent makes any
recommendation as to whether Holders should tender any or all of
their Notes for payment pursuant to the Offers.
The distribution of this announcement and the Offer to Purchase
is restricted by law in certain jurisdictions. Persons into whose
possession this announcement or the Offer to Purchase comes are
required by the Company, the Dealer Managers and the Information
and Tender Agent to inform themselves of and to observe any such
restrictions.
Neither this announcement nor the Offer to Purchase constitutes,
nor may they be used in connection with, an offer to buy Notes or a
solicitation to sell Notes by anyone in any jurisdiction in which
such an offer or solicitation is not authorized or in which the
person making such an offer or solicitation is not qualified to do
so or to any person to whom it is unlawful to make an offer or a
solicitation. Neither the Company, the Dealer Managers nor the
Information and Tender Agent accepts any responsibility for any
violation by any person of the restrictions applicable in any
jurisdiction.
European Economic Area
The Offers are not being made in any Member State of the
European Economic Area ("EEA"), other than to persons who are
"qualified investors" as defined in Regulation (EU) No 2017/1129
(as amended, the "Prospectus Regulation"), or in other
circumstances falling within Article 1(4) of the Prospectus
Regulation. This EEA selling restriction is in addition to any
other selling restrictions set out in this Offer to Purchase.
United Kingdom
The communication of this announcement by the Company and the
Offer to Purchase and any other documents or materials relating to
the Offers is not being made, and such documents and/or materials
have not been approved, by an authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (the "FSMA"). Accordingly, such documents and/or materials
are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only
being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")), persons who are
within Article 43(2) of the Order, persons who are qualified
investors of the kind described in Article 49(2)(a) to (d) (high
net worth companies, unincorporated associations, etc.), persons
who otherwise fall within an exemption set forth in the Order such
that section 21(1) of the FSMA does not apply or any other persons
to whom the Offers may otherwise lawfully be made under the Order
and all other applicable securities laws. In the United Kingdom, the Offer to Purchase and any
other documents or materials relating to the Offers are only
available to, and any investment or investment activity to which
this Offer to Purchase or such other materials relate will be
engaged in only with, relevant persons. Any person in the
United Kingdom that is not a
relevant person should not act or rely on this Offer to Purchase or
any of its contents or any such other materials.
Italy
None of the Offers, the Offer to Purchase or any other document
or materials relating to the Offers have been or will be submitted
to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Offers are being carried out in Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended
(the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the 2025 Notes that are located
in Italy can tender 2025 Notes for purchase in the Offers
through authorized persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
as amended from time to time, and Legislative Decree No. 385
of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by
CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the 2025 Notes and/or the Offers.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither this announcement nor the
Offer to Purchase nor any other document or material relating to
the Offers has been or shall be distributed to the public
in France and only (i) providers of investment
services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés),
acting for their own account, with the exception of individuals,
within the meaning ascribed to them in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier, and applicable regulations thereunder,
are eligible to participate in the Offers. This announcement, the
Offer to Purchase and any other documents or offering materials
relating to the Offers have not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
Neither this announcement nor the Offer to Purchase nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services et
marchés financiers) and, accordingly, the Offers may not be
made in Belgium by way of a public offering, as defined
in Articles 3 and 6 of the Belgian Law of 1 April 2007 on
public takeover bids as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will
not be extended, and neither this announcement nor the Offer to
Purchase nor any other documents or materials relating to the
Offers (including any memorandum, information circular, brochure or
any similar documents) have been or shall be distributed or made
available, directly or indirectly, to any person
in Belgium other than "qualified investors" in the sense
of Article 10 of the Belgian Law of 16 June 2006 on
the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets, acting on
their own account. Insofar as Belgium is concerned, this
announcement and the Offer to Purchase have been issued only for
the personal use of the above qualified investors and exclusively
for the purpose of the Offers. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be
used for any other purpose or disclosed to any other person
in Belgium.
Switzerland
Neither this announcement, the Offer to Purchase nor any other
offering or marketing material relating to the 2025 Notes
constitutes an offer or solicitation to purchase or invest in the
2025 Notes described herein. The 2025 Notes may not be publicly
offered, sold or advertised, directly or indirectly, in, into or
from Switzerland and will not be listed on the SIX Swiss
Exchange or on any other exchange or regulated trading facility
in Switzerland. Neither the Offer to Purchase nor any other
offering or marketing material relating to the Offer to Purchase or
this announcement or the 2025 Notes constitutes a prospectus or a
key information document within the meaning of articles 35 and 58
of the Swiss Financial Services Act ("FinSA"), and neither this
announcement, nor the Offer to Purchase nor any other offering or
marketing material relating to the Offer to Purchase or the 2025
Notes may be publicly distributed or otherwise made publicly
available in Switzerland. In particular, none of this
announcement, the Offer to Purchase or any other document produced
in connection with this announcement, the Offer to Purchase or the
2025 Notes have been or will be approved by a Swiss review body
(Prospektprüfstelle) according to article 52 FinSA, or by
the Swiss Financial Market Supervisory Authority FINMA under the
Swiss Collective Investment Schemes Act.
Norway
This announcement and the Offer to Purchase has not been and
will not be filed with or approved by the Norwegian Financial
Supervisory Authority (Nw. Finanstilsynet), the Oslo Stock
Exchange (Nw. Oslo børs) or any
other regulatory authority in Norway. The Notes have not been offered or
sold and may not be offered, sold or delivered, directly or
indirectly, in Norway, unless in
compliance with Chapter 7 of the Norwegian Securities Trading Act
of June 29, 2007 No. 75 (Nw.
verdipapirhandelloven) and secondary regulations issued
pursuant thereto, as amended or replaced from time to time (the
"Securities Trading Act"). Accordingly, this announcement and the
Offer to Purchase may not be made available nor may the Notes
otherwise be marketed and offered for sale in Norway other than in circumstances that are
deemed not to be a marketing of an offer to the public in
Norway in accordance with the
Securities Trading Act.
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content:https://www.prnewswire.com/news-releases/aker-bp-asa-announces-the-pricing-of-its-offer-to-purchase-for-cash-any-and-all-of-certain-series-of-its-outstanding-notes-302262968.html
SOURCE Aker BP ASA