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Aker ASA: Publication of Prospectus

15.05 2015 07:47

As previously announced, Aker ASA (the "Company") will carry out a dividend issue (the "Dividend Issue") of up to 2,310,189 new shares, where each shareholder in the Company can choose to use half of the dividend it is entitled to pursuant to the resolution by the Annual General Meeting on 17 April 2015 to subscribe for new shares in the Company.

Approval of the Prospectus:
The Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) has approved the prospectus of the Company dated 13 May 2015 (the "Prospectus"), in connection with the offering and listing of up to 2,310,189 new shares in the Company in the Dividend Issue, each with a nominal value of NOK 28 per share (the "Dividend Shares").

Subscription Period:
The subscription period for the Dividend Issue will commence at 09:00 a.m. CET on 15 May 2015 and expire at 16:30 p.m. CET on 29 May 2015 (the "Subscription Period").

Subscription Price:
NOK 156.58 per Dividend Share (the "Subscription Price").

Eligibility to participate in the Dividend Issue:
Each shareholder in the Company as of expiry of 17 April 2015 (the "Eligible Shareholders"), as registered with the Company's shareholder register with the VPS as of expiry of 21 April 2015 (the "Record Date"), is entitled to subscribe for a number of Dividend Shares equal to half the dividend the Eligible Shareholder is entitled to, divided on the Subscription Price and rounded down to the nearest whole number. An Eligible Shareholder may only subscribe for Dividend Shares if half of the dividend the Eligible Shareholder is entitled to, exceeds the Subscription Price for one Dividend Share. An Eligible Shareholder cannot choose to subscribe for Dividend Shares for a lower or higher amount than half of the dividend the Eligible Shareholder is entitled to. Over-subscription and subscription of Dividend Shares by other than Eligible Shareholders will not be permitted. For the purposes of determining eligibility for participation in the Dividend Issue, the Company will look solely to its register of shareholders with the VPS as of the expiry of the Record Date. No fractional Dividend Shares will be allocated. The difference between the total Subscription Price used for subscription of Dividend Shares and the claim for dividend will be paid in cash.

The Eligible Shareholders who have not subscribed for Dividend Shares at the time of expiry of the Subscription Period will be paid the total dividend amount the relevant Eligible Shareholder is entitled to in cash without any action on its part on or about 5 June 2015.

Settlement:

The allocation of Dividend Shares will be carried out on or about 3 June 2015 and will be delivered on or about 5 June 2015.
The payment of cash dividend will be carried out on or about 5 June 2015.

Interests Held Through Financial Intermediaries:
If an Eligible Shareholder holds Shares registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Eligible Shareholder details on the aggregate number of Dividend Shares to which it will be entitled to subscribe for in the Dividend Issue. The relevant financial intermediary will customarily supply each Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their interests through a financial intermediary should contact the financial intermediary in order to receive information with respect to the Dividend Issue.

Other Guidance:
Each Eligible Shareholder will, provided that it is entitled to subscribe for at least one Dividend Share and subject to applicable securities laws and restrictions, receive a copy of the Prospectus together with a pre-filled subscription form by regular mail. In order to subscribe for Dividend Shares, Eligible Shareholders need to complete the subscription form and submit it to DNB Verdipapirservice such that it is received within 16:30 p.m. CET on 29 May 2015. Norwegian citizens may also subscribe for Dividend Shares online by following the link on the Company's website www.akerasa.com/dividend, which will direct the Eligible Shareholder to the VPS online subscription system.

The Prospectus will be available at the following websites: www.akerasa.com/dividend . Hard copies of the Prospectus may be obtained by contacting Aker ASA (contact@akerasa.com or +47 24 13 00 00).

For further information, please refer to the Prospectus.
 
DNB Bank ASA, Registrars Department (tel.: +47 23 26 80 20) is acting as Settlement Agent for the Dividend Issue.
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Contact persons:
Lars Kristian Kildahl, Head of Investor Relations
Phone: +47 24 13 00 61
Mobile: +47 916 300 61

This information is subject to disclosure under the Norwegian Securities Trading Act, Section 5-12.

This announcement is not and does not form a part of any offer for sale of any securities, and is for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended. Aker ASA does not intend to register of its securities in the United States.

The offering of securities will be made by means of the Prospectus that contains information about the Company and the terms and conditions for the Dividend Issue, as well as financial information. This document is an announcement and not a prospectus for the purposes of Directive 2003/71/EC. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the Prospectus.

The distribution of this announcement and/or the Prospectus into jurisdictions other than Norway 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.

This announcement has not been approved by any regulatory authority.