On 30 June 2022, the Combination of Lundin Energy’s E&P business with Aker BP to create the leading European independent E&P company was completed

As part of the Combination, a standalone renewables business was created, Orrön Energy (under name change from Lundin Energy), containing Lundin Energy’s renewables assets and uniquely positioned for growth. Orrön Energy is the new renewables business within the Lundin Group of Companies, with retained board and management from Lundin Energy which has significant experience of creating long-term shareholder value.

Below you find more information around the combination, together with key dates and frequently asked questions around the share conversion.

Visit Orrön Energy for more information around the renewables business and historical data and financial reports from Lundin Energy.

www.orron.com

Visit Aker BP (ticker: “AKRBP.OL”) for more information around the leading E&P business and questions around share conversion.

www.akerbp.com

Frequently asked questions (FAQ)

As announced on 21 December 2021, Lundin Energy and Aker BP have entered into an agreement on a combination (the “Combination”) to create the leading European independent E&P company (the “Combined Company”) with a world class asset base, industry leading low operating costs and low carbon emissions with increased and sustainable dividends.
As consideration for the Combination, shareholders of Lundin Energy registered on 27 June 2022 are entitled to:

  • Cash totaling USD 2.22 billion (SEK 78.78 per share after conversion from USD).
  • 271,910,019 Aker BP shares (0.950980 Aker BP shares, represented by Swedish Depository Receipts (“SDRs”), for each share in Lundin Energy).
  • Retain their existing shareholding in Lundin Energy (subsequently changed name to Orrön Energy AB) and its renewable energy business.

22 June 2022 was the last day of trading in Lundin Energy’s shares on Nasdaq Stockholm with the right to receive the Lex Asea dividend, representing one share in Lundin Energy MergerCo AB (publ). The record date for the Lex Asea dividend was on 27 June 2022, i.e. only those who were entered as shareholders in the share register kept by Euroclear Sweden on 27 June 2022 are entitled to receive the Lex Asea dividend.

For more information on the Combined Company, please visit www.akerbp.com.

For more information around the renewables business Orrön Energy, please visit www.orron.com.

For each Lundin Energy share held on the relevant record date (see answer to question 1), you will receive USD 7.76 (after conversion into SEK as set out in the answer to question 1 above) and 0.950980 Aker BP shares, initially represented by Swedish Depository Receipts (“SDR”).

Each SDR represents an ownership interest in one ordinary share in Aker BP, that is deposited with Skandinaviska Enskilda Banken AB (publ) (“SEB”) pursuant to a custodian agreement between Aker BP and SEB (the “Custodian Agreement”).

The SDRs will be issued and registered in the book-entry system administered by Euroclear Sweden. The SDRs will be denominated in Swedish krona (SEK).

A SDR holder may either hold the SDRs directly in a VPC account1 (Sw. VP-konto) in its own name with Euroclear Sweden or indirectly through a broker or other financial institution. If SDRs are held by an owner directly, then the SDR holder, by having a SDR registered in their own name in a VPC account with Euroclear Sweden, has the rights of a SDR holder. If a SDR holder holds its SDRs in a custody account with a broker or financial institution nominee, that holder must rely on the procedures of the broker or financial institution to assert the rights of a SDR holder. SDR holders should consult with their broker or financial institution nominee to find out what those procedures are. The SDR holders may not have equivalent shareholder rights as a shareholder in Aker BP that holds ordinary shares directly. The SDR holders’ rights will derive from the SDR General Terms and Conditions and not from law applicable to the shares in Aker BP.

The SDRs will not be admitted to trading on any trading venue or regulated market in Norway, Sweden or elsewhere.

For more information on the terms and conditions applicable to the SDRs, please refer to prospectus exemption document announced by Aker BP on 9 March 2022.

For information on how holders of SDRs can request a conversion of the SDRs into ordinary shares in Aker BP, please refer to the answers to questions 4 and 5 below.

1VPC Account: a specific type of securities account administered by your bank for safe-keeping of securities.

The shares in Lundin Energy MergerCo AB (publ) that you will receive (see question 1 above) are Swedish instruments registered through Euroclear Sweden and the shares in Aker BP are Norwegian instruments registered in VPS (Norwegian Central Securities Depository (No. Verdipapirsentralen ASA)). Due to a Euroclear Sweden policy, shares in foreign companies must be delivered in the form of SDRs . Accordingly, it is not possible to directly exchange the shares in Lundin Energy MergerCo AB (publ) for Aker BP shares, and as a result you will instead receive SDRs, representing the underlying Aker BP shares that you are entitled to receive as part of the merger consideration. Once the SDRs have been received, you can request to convert these to Aker BP shares.

For information on how holders of SDRs can request a conversion of the SDRs into ordinary shares in Aker BP, please refer to the answers to questions 4 and 5 below.

Yes, SDRs can be converted into Aker BP shares at the request of the SDR holders. As set out in the answer to question 2 above, if you do not convert SDRs into Aker BP shares, you may not have equivalent shareholder rights as a shareholder in Aker BP that holds ordinary shares directly. If the SDRs are not converted the underlying shares in Aker BP will eventually (around July 2023) be sold and the SDRs will be redeemed and the holder of the SDRs will be compensated in cash.

Conversion will be free of charge for 30 calendar days from the time the delivery of the SDRs has taken place, which means that application must be received by SEB no later than 10 August 2022 – provided that the Combination is implemented on 30 June in accordance with the previously communicated preliminary timetable. Thereafter, a conversion fee of up to SEK 2,500 (based on Euroclear Sweden’s price list for 2022) will be charged for each conversion by SEB and Euroclear Sweden.

The first day of delivery of Aker BP shares will be 13 July 2022, provided that the request for conversion and the SDRs are delivered to SEB by 15:00 CEST on 11 July 2022.

A letter will be sent out separately to all SDR holders with instructions on how to convert SDRs to ordinary shares in Aker BP. To be able to convert SDRs to shares in Aker BP, the SDR holder must have a custody account, an investment savings account or an endowment insurance (banks, stockbrokers and online brokers offer these types of accounts) in Euroclear Sweden. If the SDR holder does not have one of these account types in Euroclear Sweden, he or she may need to open such account(s) and transfer the SDRs into the custody account, investment savings account or endowment insurance before a conversion to shares in Aker BP can be made.

  • If you own shares in Lundin Energy directly on a VPC account, you need to:
  • If you own shares in Lundin Energy on a custody account with a broker or other financial institution, you shall apply for a conversion of the SDRs into shares in Aker BP in accordance with instructions from their respective broker or other financial institution (as applicable).
  • If you are a Norwegian shareholder of Lundin Energy, you are pursuant to Norwegian law not permitted to hold SDRs and will therefore not have SDRs allocated to your account. Instead, you must request conversion of your SDRs and submit a VPS account to be able to convert SDRs into shares in Aker BP.
    • Any such Norwegian shareholders of Lundin Energy who own their shares in Lundin Energy via a nominee must contact and follow the instructions from their bank or nominee.
    • Any such Norwegian shareholders of Lundin Energy who own their shares in Lundin Energy directly on a VPC account must contact and follow the instructions from SEB. SEB can be contacted at +46 8 63 92 750.

VPS accounts can be established with authorised VPS registrars, who can be Norwegian banks, authorised securities brokers in Norway and Norwegian branches of credit institutions established within the EEA (European Economic Area). Establishment of a VPS account requires verification of identity to the VPS registrar in accordance with the Anti-Money Laundering Legislation.

Non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the Financial Supervisory Authority of Norway.

Key dates for the completion of the Combination and the delivery of the consideration are set out below.

  • 22 June 2022 – Last day of trading Lundin Energy’s shares on Nasdaq Stockholm with right to receive Lex Asea dividend and the merger consideration from Aker BP
  • 23 June 2022 – First day of trading Lundin Energy’s shares on Nasdaq Stockholm without the right to receive Lex Asea dividend and the merger consideration from Aker BP
  • 27 June 2022 – Record date for the right to receive Lex Asea dividend and the merger consideration from Aker BP
  • 29 June 2022 – Distribution date for Lex Asea dividend. The Lex Asea shares cannot be transferred and will automatically be transferred to Aker BP after the completion of the Combination
  • 30 June 2022 – Completion of the Combination
  • 11 July 2022 (15:00 CEST) – Deadline for requesting conversion of SDRs to receive Aker BP shares on 13 July 2022
  • 12 July 2022 – Date of delivery of the merger consideration (cash and SDRs)
  • 13 July 2022 – Date of delivery of shares in Aker BP to holders of SDRs that have requested conversion of SDRs by 15:00 CEST on 11 July 2022
  • 19 July 2022 – Date of delivery of cash for excess fractions of merger consideration shares
  • 10 August 2022 – Deadline for requesting free conversion of SDRs to Aker BP shares
  • July 2023 – Deadline for requesting conversion of SDRs to Aker BP shares before closing down the SDR program with sale of underlying Aker BP shares and compensation in cash. Aker BP will communicate further information in well advance of the closing down of the SDR program

The shares in Aker BP are listed on the Oslo Stock Exchange. The shares in Lundin Energy will continue to be listed on Nasdaq Stockholm (under the new company name Orrön Energy AB (ticker:”ORRON.ST”).

The SDRs will not be listed on any stock exchange. However, SDRs can be converted into shares in Aker BP in accordance with the instructions set out in the answers to questions 3 and 4 above.

If the SDR holder does not request a conversion of its SDRs into shares, the SDR holder risk owning SDRs that cannot be traded on any stock exchange or other trading venue.

For information on Aker BP’s dividend policy and a timetable for future dividends, please refer to Aker BP’s website (https://akerbp.com/en/investor/#dividends).

The Swedish Tax Authority has concluded that the consideration to be paid in cash is defined as a dividend under the Swedish withholding tax act. As such, the cash consideration of the Combination, should according to the Swedish Tax Authority, be treated like a normal company dividend. Shareholders who are unsure of their tax status, should seek tax advice as to any impact this decision will have on the receipt of the cash of the consideration.

For more information about tax treatment, please refer to the section “4.16 Taxation” in the prospectus exemption document announced by Aker BP on 9 March 2022.

Documents

Regulatory matters
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase the securities described in such materials in the United States. In particular, any securities referred to in these materials have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States.