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Completion of the combination of Lundin Energy’s E&P business with Aker BP

Completion of the combination of Lundin Energy’s E&P business with Aker BP

Completion of the combination of Lundin Energy’s E&P business with Aker BP

30 June 2022

Lundin Energy AB (“Lundin Energy” or “the Company”) is pleased to announce the completion of the combination (the “Combination”) of Lundin Energy’s E&P business with Aker BP ASA (“Aker BP”). The Combination creates the leading European independent E&P company with a world class asset base, industry leading low operating costs and low carbon emissions, with increased and sustainable dividends. Shareholders will also retain their existing holding in Lundin Energy’s renewables focussed growth business, which is changing its name to Orrön Energy AB (“Orrön Energy”) as of 1 July 2022. Due to the completion of the Combination, Lundin Energy will not, in accordance with the resolution at the Annual General Meeting 2022, pay any of the remaining quarterly cash dividends resolved upon at the Annual General Meeting.

In exchange for Lundin Energy’s E&P business portfolio, shareholders will be entitled to:

  • Cash totalling BUSD 2.22 (SEK 78.78 per share after conversion from USD)
  • 271,910,019 Aker BP shares (0.95098 Aker BP shares, represented by Swedish Depository Receipts, for each share in Lundin Energy)
  • Retain their existing shareholding in Lundin Energy, which will change its name to Orrön Energy as of 1 July 2022 and become a renewables focussed growth business

Accordingly, following the completion of the Combination, the shareholders of Lundin Energy will hold 43 percent of the total number of shares and votes of Aker BP (based on 632,022,210 shares and votes in Aker BP).

The Annual General Meeting of Lundin Energy resolved on 31 March 2022 on a quarterly cash dividend of USD 0.5625 per share, corresponding to USD 160 million (rounded off) per quarter. The payment of each quarterly cash dividend was made conditional upon that the Company owns all shares in Lundin Energy MergerCo AB (publ) on the record date for the relevant quarterly cash dividend. The first quarterly dividend was paid on 7 April 2022. Since the Combination now has been completed and the Company no longer owns any shares in Lundin Energy MergerCo AB (publ), the Company will not pay any of the remaining quarterly cash dividends.

More information for shareholders around the Combination, a timetable for the payment of the merger consideration and how Swedish Depositary Receipts received by the shareholders can be converted into a direct holding of Oslo Stock Exchange listed shares in Aker BP can be found on: https://www.lundin-energy.com

Ian Lundin, outgoing Chairman of Lundin Energy, commented:
“Since its inception a bit over two decades ago, Lundin Energy has grown into something none of us dared to dream of, with the per share value having grown around 150 times, providing a compound annual average return to shareholders of 28 percent per year for over 20 years. Through hard work and perseverance and above all a strong management team, the Company flourished into one of the leading E&P companies globally. A new page in the Company’s history is turning, with the combination of Aker BP with Lundin Energy’s Norwegian business ensuring continued strong production growth and thus sustainable dividend growth into the next decade. Value creation and long-term growth is at the heart of the Lundin Energy ethos and that is what this deal is all about.

“I am convinced that unique investment opportunities will be created in the global energy transition, and we will be involved in building continued shareholder value from this process, through the birth of Orrön Energy. I would like to thank all our fellow shareholders for your support over the years, and I very much look forward to a new era of value creation – both in Aker BP and Orrön Energy.”

Nick Walker, outgoing President and CEO of Lundin Energy, commented;
“I am very pleased to announce the completion of this landmark transaction with Aker BP. Value creation is at the heart of our business and this combination is a unique opportunity to create a world-leading E&P company, with significant scale, production growth and strong free cashflow generation into the next decade. Coupled with that is a business with industry leading low costs and low carbon emissions.

“I am convinced that the combination with Aker BP is a “win-win” outcome for both sets of shareholders, as it creates a business that is positioned to prosper through the energy transition and deliver increased and sustainable dividends. I am also excited to follow the progress of Orrön Energy, which has the right management team, governance and balance sheet to really take advantage of the huge opportunities presented by the energy transition.

“I would like to thank all our stakeholders for your tremendous support over many years, our employees for their outstanding efforts in creating such a great business and finally the Board of Directors who have consistently empowered and supported the management team in our endeavours.”

 

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.


Fulfilment of closing conditions and timeline for completion of combination of Lundin Energy’s E&P business with Aker BP

Fulfilment of closing conditions and timeline for completion of combination of Lundin Energy’s E&P business with Aker BP

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 2022Last 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 2022First 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
(15:00 CEST)
Deadline for requesting conversion of SDRs to receive Aker BP shares on 13 July 2022.
11 July 2022Delivery of the merger consideration (cash and SDRs).
13 July 2022Delivery 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 2022Delivery of cash for excess fractions of merger Consideration Shares.
10 August 2022Deadline for requesting free conversion of SDRs to Aker BP shares.
11 July 2023Deadline 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: https://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.

Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

Receipt of all necessary governmental approvals for the Combination between Lundin Energy’s E&P business and Aker BP

02 May 2022

Lundin Energy AB (“Lundin Energy”) is pleased to announce that Lundin Energy and Aker BP have received all necessary approvals from the Norwegian Ministry of Petroleum and Energy, Norwegian Ministry of Finance and the Norwegian competition authority, for the completion of the combination between Lundin Energy’s E&P business and Aker BP (the “Combination”).

As previously communicated the Combination was approved by the shareholders of Lundin Energy and Aker BP, respectively, at Lundin Energy’s AGM on 31 March 2022 and Aker BP’s AGM on 5 April 2022.

Completion of the Combination is expected to take place on 30 June 2022.

For further details of the Combination, please visit the Lundin Energy website: https://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.

Publication of Exemption Document in relation to the proposed Combination with Aker BP

Publication of Exemption Document in relation to the proposed Combination with Aker BP

Publication of Exemption Document in relation to the proposed Combination with Aker BP

09 March 2022

Lundin Energy AB (”Lundin Energy”) is pleased to note the publication of an Exemption Document, prepared by Aker BP ASA (”Aker BP”), in relation to the proposed combination (the ”Combination”) between Lundin Energy’s E&P business and Aker BP.

The Exemption Document includes among other things:

  • Relevant risk factors applicable to the Combination and the combined company
  • Business overview of Aker BP and Lundin Energy’s E&P business
  • Unaudited pro forma financial statements for the financial year 2021 which has been prepared as if the Combination had taken place on 1 January 2021

Completion of the Combination is conditional upon, among other things, the Combination being approved at the Annual General Meetings of Lundin Energy and Aker BP, respectively, and receipt of necessary governmental clearances. According to a preliminary timetable, completion of the Combination is planned to occur late in the second quarter 2022

The Exemption Document is available on www.lundin-energy.com and www.akerbp.com.

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Aker BP Exemption Document
09.03.2022, 1.8 MB

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.

Merger plan for the combination with AkerBP signed and filed for registration

Completion of Wisting acquisition

Merger plan for the combination with AkerBP signed and filed for registration

15 February 2022

On 21 December 2021, Lundin Energy AB (publ) (“Lundin Energy” or the “Company”) announced that the Company and Aker BP ASA (“AkerBP”) had reached an agreement to combine the Company’s E&P business with AkerBP (the “Combination”). The Combination will be carried out as a statutory cross-border merger in accordance with Norwegian and Swedish law, through which AkerBP will absorb Lundin Energy MergerCo AB (publ) (“MergerCo”), a currently wholly-owned subsidiary of Lundin Energy which at the time of the completion of the Combination will consist of Lundin Energy’s E&P business. Shortly before the completion of the Combination, all shares in MergerCo will be distributed to the shareholders of Lundin Energy through a so-called Lex Asea dividend and, thereafter, AkerBP will pay the merger consideration directly to the new shareholders of MergerCo.

The boards of directors of MergerCo and AkerBP have now signed the merger plan regarding the Combination and filed it for registration with the Companies Registration Offices in Norway and Sweden, respectively. The merger plan will be published on Lundin Energy’s website, www.lundin-energy.com, and AkerBP’s website, www.akerbp.com.

Completion conditions and indicative timetable
Completion of the Combination is conditional upon, among other things, the Combination being approved at the Annual General Meetings of Lundin Energy and AkerBP, respectively, and that AkerBP receives necessary governmental clearances.

As previously communicated, Lundin Energy AB (publ) and its renewable energy business is not part of the Combination and, accordingly, the Company will remain listed on Nasdaq Stockholm after the Combination.

The parties have agreed on the following updated indicative timetable for the Combination process.

• Notice of Annual General Meeting of Lundin Energy: 25 February 2022
• Publication of description of the new Lundin Energy and its renewable energy business: 7 March 2022
• Publication of AkerBP’s merger document: 10 March 2022
• Annual General Meeting of Lundin Energy: 31 March 2022
• Annual General Meeting of AkerBP: 5 April 2022
• Completion of the Combination: 30 June 2022

 

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.