Fulfilment of closing conditions and timeline for completion of combination of Lundin Energy’s E&P business with Aker BP
15 June 2022
Lundin Energy AB (“Lundin Energy”) is pleased to announce the fulfilment of all conditions for completion of the combination between Lundin Energy’s E&P business and Aker BP (the “Combination”). The Board of Directors of Lundin Energy has today resolved to determine the record date for the Lex Asea distribution of all shares in Lundin Energy MergerCo AB (publ) based on the authorisation granted by the Annual General Meeting on 31 March 2022 as well as agreed with Aker BP on a timetable for completion of the Combination and the delivery of the merger consideration. Completion of the Combination is set to take place on 30 June 2022 following the Lex Asea distribution and the final registration of the combination with the Norwegian Register of Business Enterprises.
On 21 December 2021, Lundin Energy announced that it had entered into an agreement with Aker BP regarding a combination between Lundin Energy’s E&P business and Aker BP. The Combination will be carried out as a statutory cross-border merger in accordance with Norwegian and Swedish law, through which Aker BP will absorb Lundin Energy MergerCo AB (publ), which at the time of the completion will contain Lundin Energy’s E&P business. In order to facilitate an efficient distribution of the merger consideration directly from Aker BP to the shareholders of Lundin Energy, Lundin Energy will shortly before the completion of the Combination distribute all shares in Lundin Energy MergerCo AB (publ) to the shareholders through a so-called Lex Asea dividend, as detailed below.
Timeline for the completion of the Combination and the delivery of the merger consideration
22 June 2022 is 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) per share owned in Lundin Energy. The record date for the Lex Asea dividend, is set on 27 June 2022, i.e. only those who are entered as Lundin Energy shareholders in the share register kept by Euroclear Sweden on 27 June 2022 are entitled to receive the Lex Asea dividend. Upon completion of the Combination, all such shares in Lundin Energy MergerCo AB (publ) will automatically be transferred to Aker BP by way of a merger in exchange for a merger consideration, which for each share in Lundin Energy MergerCo AB (publ), will consist of a cash consideration of USD 7.76 (to be converted into SEK based on an average exchange rate during 10–23 June 2022) and 0.95098 shares in Aker BP (the “Consideration Shares”). Shareholders will also retain their shareholding in Lundin Energy’s renewables focused growth business, which remains listed on Nasdaq Stockholm and it is proposed to change the name to Orrön Energy AB.
The Consideration Shares to be issued by Aker BP will initially be represented by so-called Swedish Depositary Receipts (“SDRs”), to be delivered to the eligible shareholders through Euroclear on or about 11 July 2022. Only whole SDRs will be distributed. The total number of Consideration Shares corresponding to the sum of all fractions will be issued and then sold by Skandinaviska Enskilda Banken AB (publ) (“SEB”). The sale will take place as soon as practically possible following the distribution of the SDRs to the eligible shareholders in Lundin Energy MergerCo AB (publ). The net proceeds from the sale of fractions will be paid in proportion to the fractions that each respective eligible shareholder is entitled to. This payment is expected to take place on or about 19 July 2022, to the dividend account linked to the shareholder’s securities account in Euroclear. The sale will be handled by SEB and no action is required by the respective shareholders. No commission will be charged for the sale.
SDRs can be converted into a direct holding of the underlying ordinary share in Aker BP at the request of the holder of the SDRs. Information will be sent out separately by post on how and when directly registered shareholders of Lundin Energy can request such conversion. Shareholders that own their shares in Lundin Energy on a custody account, with a broker or other financial institution, will not receive any letter or conversion instruction directly from Lundin Energy, and should instead contact their respective broker or other financial institution for further information and instructions.
The shares in Aker BP are listed on Oslo Børs (the Oslo Stock Exchange). The SDRs will not be admitted to trading on any trading venue or regulated market in Norway, Sweden or elsewhere, and shareholders who decide not to convert their SDRs into Aker BP shares may not have equivalent shareholder rights as a shareholder in Aker BP that holds ordinary shares directly.
The SDR programme is a temporary solution that is expected to be terminated no later than 12 months after the issuance of the SDRs. Upon termination, all holders of SDRs who have not yet converted their SDRs into ordinary shares in Aker BP, will automatically have their SDRs redeemed by Aker BP through SEB, whereby the Shares in Aker BP that the SDRs represent will be sold in the market and the net average sales proceeds will then be paid pro rata to the previous holders of such SDRs.
|Key dates for the Combination:|
|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.
Trading in Lundin Energy’s share on Nasdaq Stockholm will continue throughout the completion phase of the Combination and thereafter.
|29 June 2022||Distribution date for Lex Asea dividend. The Lex Asea shares in Lundin Energy MergerCo AB (publ) cannot be transferred and will automatically be transmitted to Aker BP after the completion of the Combination.|
|30 June 2022||Completion of the Combination, subject to completion of the Lex Asea distribution on 29 June 2022.|
|1 July 2022||Estimated date for change of name of Lundin Energy to Orrön Energy AB.|
|11 July 2022
|Deadline for requesting conversion of SDRs to receive Aker BP shares on 13 July 2022.|
|11 July 2022||Delivery of the merger consideration (cash and SDRs).|
|13 July 2022||Delivery of shares in Aker BP to holders of SDRs that have requested a conversion of their SDRs by 15:00 CEST on 11 July 2022.|
|19 July 2022||Delivery of cash for excess fractions of merger Consideration Shares.|
|10 August 2022||Deadline for requesting free conversion of SDRs to Aker BP shares.|
|11 July 2023||Deadline for requesting conversion of SDRs to Aker BP shares, before closing down the SDR programme, with sale of underlying Aker BP shares and compensation in cash. Aker BP will communicate further information well in advance of the closing down of the SDR programme.|
A frequently asked questions (“FAQ”) section is available on the Lundin Energy website which provides more information around the details of the Combination and the conversion of SDRs into shares in Aker BP, link: http://www.lundin-energy.com/investors/combination-proposal/
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.