Posts

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: 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.

Commercial handover of the MLK wind farm in Finland

TFinland's third largest wind farm completed – OX2 hands over Metsälamminkangas wind farm to Lundin Energy and Sval Energi

Commercial handover of the MLK wind farm in Finland

04 April 2022

Lundin Energy AB (”Lundin Energy” or “the Company”) is pleased to announce the completion and commercial handover of the Metsälamminkangas (”MLK”) wind farm, the third largest in Finland to Lundin Energy and Sval Energi AS (“Sval”). MLK is estimated to produce around 400 GWh per annum gross, from 24 turbines with a total capacity of 132 MW. Lundin Energy holds a 50 percent interest in MLK, with the remaining 50 percent held by Sval.

Lundin Energy and Sval have now taken over the ownership of the wind farm, which includes overall responsibility for the operations. OX2 AB has constructed the wind farm on budget under an engineering, procurement and construction contract and will remain responsible for the operations, maintenance and technical management of the wind farm. Commercial handover of the wind farm was originally planned for late Q4 2021, with final commissioning taking longer than anticipated. Lundin Energy is financially compensated for the delay through liquidated damages in the period up to commercial handover.

The newly constructed wind farm is equipped with the latest technology to ensure low cost and efficient operations. The 5.5 MW wind turbines have been purchased from, installed by and will be maintained by General Electric, with an availability warranty guaranteeing the availability and power production levels from the turbines through their operational life, giving the Company significant protection against downtime and outages. MLK will produce around 400 GWh per annum gross, which is equivalent to the annual electricity consumption of around 100,000 European households.

Daniel Fitzgerald, COO for Lundin Energy commented:
“We are very pleased that the MLK wind farm has now been completed and commissioned. This asset has been a key enabler in the Decarbonisation Plan for Lundin Energy and is now even more important as we become a renewables focused Company post completion of the proposed transaction with Aker BP. MLK is a state-of-the-art wind farm and is situated in a region with historically high spot electricity prices. It will be a key component of our future business and our mission of supplying sustainably produced energy while contributing to a lower carbon energy future.”

 

2022 Annual General Meeting of Lundin Energy AB

2022 Annual General Meeting of Lundin Energy AB (Regulatory)

2022 Annual General Meeting of Lundin Energy AB

31 March 2022

The Annual General Meeting of Shareholders (the “AGM”) of Lundin Energy AB (“Lundin Energy” or the “Company”) held today in Stockholm, approved the combination of the Company’s E&P business with Aker BP, as well as other proposals in accordance with the Board of Directors’ and the Nomination Committee’s recommendations, including a quarterly cash dividend of USD 0.5625 per share. The record date for the first quarterly dividend will be 4 April 2022.

The combination with Aker BP
The AGM resolved to approve the combination of the Company’s E&P business with Aker BP, in accordance with the terms and conditions set out in the joint merger plan prepared by Aker BP and Lundin Energy MergerCo AB (publ) dated 14 February 2022 (the “Combination”). This includes the distribution of all shares in Lundin Energy MergerCo AB (publ) to the shareholders of the Company prior to the completion of the Combination through a so-called Lex Asea distribution. The Board of Directors was authorised to determine the record date for the right to receive shares in Lundin Energy MergerCo AB (publ).

The AGM approval was a condition for completion of the Combination, which is still subject to, among other things, the Combination being approved at the Annual General Meeting of Aker BP (which is scheduled for 5 April 2022) and the receipt of necessary governmental clearances. According to a preliminary timetable, completion of the Combination is planned to occur on 30 June 2022.

The AGM also resolved to authorise the Board of Directors, during the period until the next Annual General Meeting, to decide on sales of shares in the Company on Nasdaq Stockholm. The Company currently holds 1,356,436 shares in treasury, and the Board of Directors’ intention is to exercise the authorisation and sell all such shares prior to the record date for the distribution of all shares in Lundin Energy MergerCo AB (publ).

Adoption of income statements and balance sheet, approval of remuneration report and discharge from liability, etc.
The AGM adopted the Company’s and the Group’s income statements and balance sheets, approved the remuneration report and granted discharge from liability for the members of the Board of Directors and the Chief Executive Officer for the financial year 2021.

Ernst & Young AB was re-elected as the auditor of the Company for a period until the AGM 2023, and it was resolved that auditor’s fees shall be paid upon approval of their invoice.

Two shareholder proposals which were proposed to the AGM by a minority shareholder, were both rejected by the shareholders at the AGM.

Resolutions for the interim period until the completion of the Combination
As previously communicated, Lundin Energy AB (publ) and its renewable energy business are not part of the Combination and, accordingly, the Company will remain listed on Nasdaq Stockholm after the Combination. On 7 March 2022, the Company published a description of its renewable energy business, including information on the Board of Directors and management team, as they are intended to be, after the completion of the Combination. Necessary corporate resolutions, including the election of new members of the Board of Directors, are planned to be proposed for approval at an Extraordinary General Meeting of the Company in June 2022, subject to completion of the Combination.

For the “interim period” between the AGM and the completion of the Combination, the AGM resolved on the following matters.

Re-election of all members of the Board of Directors and remuneration to the Board of Directors
Peggy Bruzelius, C. Ashley Heppenstall, Ian H. Lundin, Lukas H. Lundin, Grace Reksten Skaugen, Torstein Sanness, Alex Schneiter, Jakob Thomasen, Cecilia Vieweg and Adam I. Lundin were re-elected as members of the Board of Directors. Ian H. Lundin was re-elected as Chairman of the Board of Directors.

The AGM resolved to remunerate the members of the Board of Directors as follows: (i) annual fees of the members of the Board of Directors of USD 62,000 (excluding the Chairman of the Board of Directors); (ii) annual fees of the Chairman of the Board of Directors of USD 130,000; (iii) annual fees for Committee members of USD 14,700 per Committee assignment (excluding the Committee Chairs); and (iv) annual fees for Committee Chairs of 20,300; with the total fees for Committee work, not to exceed USD 193,200. In addition, it was resolved that an extraordinary remuneration to the members and Chairman of the Board of Directors should be paid for work carried out in 2021, to be as follows: USD 93,000 to the members of the Board of Directors (except for the Chairman of the Board of Directors and the former Chief Executive Officer) and USD 195,000 to the Chairman of the Board of Directors.

Quarterly cash dividend
The AGM resolved 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 of USD 0.5625 is conditional upon that the Company owns all shares in Lundin Energy MergerCo AB (publ) on the record date for the quarterly cash dividend.

Before payment, each quarterly cash dividend of USD 0.5625 per share will be converted into a SEK amount based on the USD to SEK exchange rate published by Sweden’s central bank (Riksbanken) four business days prior to each record date (rounded off to the nearest whole SEK 0.01 per share). The final USD equivalent amount received by the shareholders may therefore slightly differ depending on what the USD to SEK exchange rate is on the date of the dividend payment. The SEK amount per share to be distributed each quarter will be announced in a press release four business days prior to each record date.

Pursuant to a preliminary timetable, the Lex Asea distribution of all shares in Lundin Energy MergerCo AB (publ) is planned to occur in late Q2 2022. For as long as the Company owns all shares of Lundin Energy MergerCo AB (publ) and until the Lex Asea distribution is effectuated, the following cash dividend related dates shall apply.

Conversion date  Ex-dividend date  Record date Expected payment date
29 March 2022  1 April 2022  4 April 2022 7 April 2022
1 July 2022  6 July 2022  7 July 2022  12 July 2022
28 September 2022  3 October 2022 4 October 2022   7 October 2022
30 December 2022  4 January 2023  5 January 2023  11 January 2023

Minutes and complete resolutions
The minutes from the AGM will be available at the Company and on the Company’s website, www.lundin energy.com.

 

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.

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.

Icon

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.

Lundin Energy presents its renewables business

Lundin Energy presents its renewables business

Lundin Energy presents its renewables business

07 March 2022

Lundin Energy AB (“Lundin Energy” or “the Company”) is pleased to announce the publication of a company description for the new, renewables-focussed business which includes the business overview, strategy, Board of Directors and management team. After completion of the proposed Combination of Lundin Energy’s E&P business with Aker BP, the renewables business will remain as a standalone Company with three high quality assets in the Nordics. The business will be debt free, focussed on cash generation and well positioned to build on its proven track record of creating shareholder value, while contributing to a sustainable energy future. A webcast presentation will be held today at 16.00 CET.

Renewables Company highlights:

  • Three high quality renewables assets in the Nordics, generating around 600 GWh per annum when fully operational
  • Fully funded with 130 MUSD of cash to build out the Karskruv project in southern Sweden
  • Generating free cash flow from late 2023 onwards, when all projects will be fully operational
  • Initially debt free, with the capacity to raise capital for growth and acquisitions
  • The Company will remain listed on Nasdaq Stockholm, and maintain its headquarters in Sweden

Lundin Energy’s renewable business will become the new renewables company within the Lundin Group of Companies, with full support from the Lundin family and building on its proven track record of value creation for shareholders. The current renewables portfolio consists of three high quality and newly constructed assets in the Nordics; a 50 percent interest in the 132 MW Metsälamminkangas wind farm in Finland, which is planned for commercial handover in March 2022, 100 percent ownership of the 86 MW Karskruv wind farm in Sweden, which is under development, and a 50 percent interest in the 77 MW Leikanger hydropower plant in Norway, which is fully operational. The business will be fully funded from the start, with a cash balance of 130 MUSD to build out the Karskruv project and is expected to generate free cash flow from late 2023, when all projects are fully operational. The Sudan legal case will remain with Lundin Energy; the Company refutes that there are any grounds for allegations of wrongdoing by any of its representatives and will continue to vigorously defend itself.

The European Union has unveiled ambitious plans to achieve a net zero emissions economy by 2050, which requires significant investment in renewable energy, as well as radical changes to the way energy is produced, consumed, stored and transported. The Company is in a strong position to take advantage of these opportunities with cash generative assets in some of the highest price regions in the Nordics, has the ability to raise capital for acquisitions and growth, and with a Board of Directors, management team and major shareholder fully aligned to grow the business. The business will be focussed on cash generation, fully exposed to spot market electricity prices and has already started to review acquisition and growth opportunities. Although initially focussed on the Nordics and renewable energy, the Company intends to screen further opportunities across Europe and in emerging and other technologies. The Company has retained SEB as strategic advisor to support in this growth phase.

The long-term vision is to grow the business into an industry-leading energy company, with scale and sufficient cash flow to be able to provide progressive shareholder returns, supporting the energy transition and contributing towards Europe’s goal for a sustainable energy future.

The Company will retain key members of the Lundin Energy Board of Directors and management team, with knowledge of the current asset base and a proven track record of building public companies which have delivered significant value for shareholders over many years. The intention is that the Board of Directors, post completion of the Combination with Aker BP at the end of the second quarter 2022, shall consist of Grace Reksten Skaugen (chair), Jakob Thomasen, Ashley Heppenstall, Aksel Azrac and Daniel Fitzgerald and that the senior management team shall consist of Daniel Fitzgerald as the CEO and Espen Hennie as CFO. More information including guidance for the renewables Company for 2022 will be published in the second quarter 2022.

Daniel Fitzgerald, intended CEO of the renewables Company commented:
“The energy transition is still in its infancy and with the EU’s ambitions to become carbon neutral, significant investments will be required across the whole energy system to meet these goals. Lundin Energy’s renewables business will start trading in a very strong position as a fully funded, cash generative, pure play Nordic renewables Company. Initially debt free and holding three high quality renewables assets in some of the highest priced regions in the Nordics, we have significant capacity to raise capital for acquisitions and growth. We see many opportunities across Europe, within both established and emerging technologies. With our track record in delivering shareholder value, we have all the building blocks needed to create an industry leading company which is well positioned to thrive through the energy transition.

“Lundin Energy has been a huge success story for shareholders over the last 20 years, culminating in the proposed Combination with Aker BP, allowing shareholders to remain invested in both the leading independent E&P Company in Europe and this new and exciting renewables Company. I believe that with the proposed Board and management team, the continued support of the Lundin family as a major shareholder and the Lundin entrepreneurial spirit, we will be able to grow this Company into an industry leading energy business.”

A webcast presentation will be held today (7 March 2022) at 16.00 CET, to present the renewables business including its strategy, Board of Directors and management team. Please click on the link below to view:

Renewables business webcast

A copy of the presentation will be published on Lundin Energy’s website ahead of the webcast going live.

The full company description outlining the details of the renewable business including its strategy, Board of Directors and management can be found on www.lundin-energy.com.

The proposed combination with Aker BP
According to a preliminary timetable, completion of the combination is planned to occur late in the second quarter 2022. Completion 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. The Annual General Meeting of Lundin Energy will be held on 31 March 2022. The notice of the Annual General Meeting, including the agenda and proposed resolutions, is available on the Company’s website, www.lundin-energy.com.

Press Release

Company Description

Lundin Energy’s Renewable Business outlook to be presented on 7 March 2022

Lundin Energy’s Renewable Business outlook to be presented on 7 March 2022

Lundin Energy’s Renewable Business outlook to be presented on 7 March 2022

24 February 2022

Lundin Energy AB (Lundin Energy) is pleased to announce that it will present the outlook for the Renewables Business, Board of Directors and management team, and future strategy, on 7 March 2022. The Renewables Business will be separated as a standalone business at the completion of the proposed combination of Lundin Energy’s E&P assets with Aker BP, as announced on 21 December 2021, which is expected to occur around the end of June 2022. A webcast presentation will be hosted on 7 March 2022 at 16.00 CET.

To attend the webcast presentation at 16.00 CET on 7 March 2022, please click on the below link to register: https://us06web.zoom.us/webinar/register/WN_XohxLNg5SkaHx2GYoyR7xA

A copy of the presentation will be published on Lundin Energy’s website ahead of the webcast going live.

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.


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.

Creating the leading E&P company of the future Combining AkerBP and Lundin Energy

Completion of Wisting acquisition

Creating the leading E&P company of the future Combining AkerBP and Lundin Energy

21 December 2021

Lundin Energy AB (Lundin Energy or the Company) is pleased to announce that the Board of Directors of Lundin Energy and AkerBP have reached an agreement on a combination (Combination Proposal) to create the leading European independent E&P company (the Combined Company) with a world class asset base, industry leading operating costs and low carbon emissions with increased and sustainable dividends.

Under the agreement in exchange for Lundin Energy’s portfolio of E&P business, shareholders will be entitled to;

  • Cash totalling BUSD 2.22 (approx. SEK 71.0 per share after conversion from USD)
  • 271,910,019 AkerBP shares (0.950985 AkerBP shares, represented by Swedish Depository Receipts, for each share in Lundin Energy outstanding at completion of the combination – which is equivalent to approximately 279.3 SEK per Lundin Energy share at close 20th of December 2021)
  • Retain their existing shareholding in Lundin Energy and its renewables businesses

Accordingly, following the completion of the Combination Proposal, the shareholders of Lundin Energy will hold 43 percent of the total number of shares and votes of AkerBP (based on a total of 360,113,509 shares and votes in AkerBP). The Combination Proposal will be carried out as a statutory cross-border merger in accordance with Norwegian and Swedish law, through which AkerBP will absorb a company holding Lundin Energy’s E&P business.

AkerBP
AkerBP is a pure-play oil and gas company, focused on the Norwegian Continental shelf with industry-leading low emissions, efficient low-cost operations and a strong production growth profile, with robust free cash flow and attractive returns in a supportive fiscal regime. The company is listed on the Oslo Stock Exchange under the ticker ‘AKRBP’.

The Combined Company
The proposed combination of Lundin Energy’s E&P business and AkerBP has the following strategic and value accretive benefits:

  • World class asset base with market leading low operating costs and production efficiency
  • One of the lowest carbon intensities of any E&P globally
  • Over 2.7 billion barrels of oil equivalent (boe) of reserves and resources with significant growth potential
  • Production in 2022 of over 400 Mboepd and growing to over 500 Mboepd by 2028
  • Ownership of 31.6% in the world class Johan Sverdrup field, delivering 755 Mbopd gross on plateau
  • Low break-even and highly cash generative portfolio
  • Enhanced balance sheet with investment grade credit profile
  • Operational synergies by combining the expertise of both organisations

Dividend Policies
Lundin Energy will continue with its currently announced quarterly dividend, representing a payment of USD 0.45 per share in January 2022. The Board has proposed to increase the 2021 quarterly dividend by 25 percent, amounting to USD 0.5625 per share from April 2022 until completion of the transaction, subject to approval at the 2022 Annual General Meeting for shareholders (AGM).

AkerBP today proposed to increase their current quarterly dividend by 14 percent to USD 0.475 per share from January 2022, and will continue to pay this increased dividend after completion, with the ambition to increase by a minimum of 5% per annum from 2023 onwards.

Lundin Energy to retain its Renewable Portfolio
Lundin Energy has developed a portfolio of onshore renewable assets in the Nordics, with power generation of 600 gigawatt hours per annum once fully built out. As part of this transaction the Company’s E&P businesses are being sold to and combined with AkerBP, leaving behind a standalone renewable energy business. As such, the legal entity of Lundin Energy is not a part of the Combination Proposal. The renewable business will remain listed on the Nasdaq Stockholm, and maintain its headquarters in Sweden. The renewable business will be debt free and, on completion will have a cash balance of MUSD 130, to cover all capital expenditure and other working capital requirements until late 2023. After the completion of all currently planned projects, this business is expected to be free cash flow positive and will form the basis of a viable, independent renewables company. Details on the business plan, management and governance will be published prior to the 2022 AGM.

Furthermore, Lundin Energy will continue to vigorously defend itself in regards to the ongoing legal case in Sweden in relation to the past operations in Sudan, and is convinced that there is no basis for any claim of wrongdoing by any Company representative. In addition, the Company will retain certain non-Norwegian potential liabilities related to past operations. The business has sufficient capital to build out all of its projects, will be cash flow positive from late 2023 and retain value in excess of any of the contingent liabilities, should any arise.

Conditions for completion of the Combination Proposal
Completion of the Combination Proposal is conditional upon, among other things the Combination Proposal being approved with a two-third majority vote at the general meetings of shareholders of AkerBP and Lundin Energy, respectively, and the receipt of necessary governmental clearances (including from competition authorities as well as from the Norwegian Ministry of Petroleum and Energy and the Norwegian Ministry of Finance).

The Board of Directors1 unanimously recommends the shareholders to vote in favour of the Combination Proposal from AkerBP at the 2022 AGM
Lundin Energy is a leading European independent E&P business, generating significant free cash flow from its world class asset base, with some of the lowest cost and lowest CO2 emissions assets in the industry. Similarly, AkerBP has world class assets, a strong production growth trajectory and a proven operating capability, while delivering strong free cash flow and growing dividends. With this in mind, the Board of Directors supports the combination of Lundin Energy’s E&P business and AkerBP to create the leading European independent E&P business.

Based on the above, the Board of Directors recommends the shareholders of Lundin Energy to vote in favour of the Combination Proposal at the 2022 AGM.

The Board of Directors, as part of its process to evaluate the Combination Proposal and in line with its fiduciary duties, has investigated alternative strategic opportunities, however the combination with AkerBP is in the view of the Board of Directors the best opportunity to create long term shareholder value.

Upon written request by AkerBP, the Board of Directors has permitted AkerBP to conduct confirmatory due-diligence and Lundin Energy has conducted a similar reciprocal due diligence review of AkerBP. No inside information has been exchanged in connection with these reviews.

Shareholder’s irrevocable voting undertaking
Lundin Energy’s largest long term shareholder, the Lundin Family, represented by Nemesia S.à.r.l., with significant expertise in the industry, representing 33.39 percent of the total shares in issue, has signed an irrevocable undertaking to vote in favour of the Combination Proposal at the AGM 2022.

In addition, Aker Capital AS and BP Exploration Operating Company Ltd, who in aggregate control 64.99 percent of the shares and votes in AkerBP, have irrevocably undertaken to vote in support of the Combination Proposal at the general meeting of shareholders of AkerBP.

Ian Lundin, commented:
“Creating long term value for shareholders has been at the core of this business for 20 years since inception and this combination of Lundin Energy and AkerBP is a unique opportunity to create a future proof independent E&P company, exposing shareholders to a business with significant scale, production growth and strong free cashflow into the next decade. Coupled with this is a world class asset base which will have one of the lowest cost and lowest CO2 emissions per barrel in our industry.

“This combination proposal with AkerBP merges our two great businesses together, builds on our individual strengths, and creates a company which will prosper through the energy transition and continue to deliver strong dividends into the next decade. For Lundin Energy shareholders, this will deliver a significant cash consideration and the opportunity to be a shareholder in the leading European E&P company. The Lundin Family are in full support of this transaction and have given our irrevocable undertaking to vote in favour of this transaction. The independent members of the Board of Directors have also recommended that all shareholders vote in favour of this transaction.”

Effects on Lundin Energy and its employees
In its press release announcing the Combination Proposal, AkerBP states:

“Following the Merger, AkerBP’s executive management team will run the Combined Company. The Target executive management team shall remain available to the Combined Company for a period of three months after completion of the transaction to ensure an orderly transition. All personnel of Lundin Energy’s oil and gas assets in Norway will remain employed by Aker BP upon completion and will have a work location in Oslo, Norway.”

The Board of Directors assumes that the above statements made by AkerBP are correct and has, in relevant respects, no reason to take a different view.

Additional information
AkerBP and Lundin Energy have agreed to carry out the Combination Proposal in all material respects in accordance with Section V of Nasdaq Stockholm’s Takeover Rules.

More information about the Combination Proposal is set out in AkerBP’s press release announcing the combination, which is attached as an appendix to this press release.

Preliminary timetable

  • Publication of merger plan: 23 February 2022
  • Publication of the merger document: 23 February 2022
  • Publication of description of the new Lundin Energy and its renewable business: 23 February 2022
  • EGM in AkerBP: End Q1, 2022
  • AGM in Lundin Energy: 31 March, 2022
  • Completion of the Proposed Combination: Late Q2 / Early Q3 2022

Advisors
Lundin Energy has engaged Barclays as financial advisor in relation to the Combination Proposal. Gernandt & Danielsson Advokatbyrå and Advokatfirmaet Schjødt are acting as legal advisors to Lundin Energy in relation to the Combination Proposal.

Conference call and webcast
AkerBP and Lundin Energy will co-host an investor and press conference call today, Tuesday 21 December 2021 at 16:00 CET.

The conference call will be available as a live webcast on www.akerbp.com/en.

To participate in the conference call, please use the dial-in numbers and passcode below.

Phone number Norway:    +47 2350 0347
Phone number UK:     +44 (0)33 033 69600
Participant Passcode:    959538

This statement by the Board of Directors of Lundin Energy shall be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.

Stockholm, 21 December 2021

The Board of Directors of Lundin Energy

 

1 Board members Ian H. Lundin, Lukas H. Lundin and Adam I. Lundin have not, due to conflict of interest, participated in the Board of Director’s evaluation of the proposed combination nor in resolutions concerning the proposed combination.

AkerBP Press Release 

Downloads

The first quarterly dividend instalment of the proposed dividend of USD 0.45 per share will amount to SEK 3.89 per share

Den första kvartalsvisa utbetalningen av den föreslagna utdelningen om 0,45 USD per aktie kommer att uppgå till 3,89 SEK per aktie