“Aker made a step change in the last year, taking a position within renewable energy production, green technologies, digitalization and other mega trends that have seen accelerating flow of resources and capital, not just in Aker, but in global markets. Combining Mainstream’s global organization and renewable assets with Aker’s 180-year track record of building and developing industrial companies is another step in line with our long-term strategy for value creation and to position Aker Horizons for significant and sustainable growth in renewable energy markets,” says Øyvind Eriksen, President and CEO of Aker ASA and Chairman of Aker Horizons.

Aker Horizons is Aker’s investment platform dedicated to investing in, incubating and developing companies within renewable energy and decarbonization technologies. The company will leverage the deep domain expertise in the Aker ecosystem, including within software and industrial digitalization. Aker Horizons’ ambition is to develop companies with a total capacity of 10 GW and remove the equivalent of 25 million tonnes CO₂ per year by 2025.

“We are thrilled to partner with Mainstream as we accelerate our journey of what we call planet-positive investing. Mainstream’s role as a pioneer in renewables and its strong entrepreneurial culture is a good fit as we carve out our path forward in the energy transition. Through the acquisition of Mainstream, Aker Horizons will gain a platform to drive forward its renewable energy ambitions and position itself in a growing market for hybrid projects,” says Kristian Røkke, Chief Executive Officer of Aker Horizons.

“We are delighted to have such a highly respected business as Aker Horizons on board, enabling Mainstream to materially accelerate its growth plans to deliver a global portfolio of wind and solar assets. We plan to bring 5.5 GW of renewable assets to financial close globally by 2023, which sets us firmly on track to becoming one of the world’s first pure-play renewable energy majors,” says Mary Quaney, Chief Executive Officer of Mainstream Renewable Power.

In addition to the acquisition of Mainstream, Aker Horizons has ambitious investment targets and is currently in the process of preparing for a near-term private placement and a listing on Euronext Growth (the “IPO”) with a subsequent transfer of the listing to Oslo Børs within 12 months.

ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp’s Norway branch and Pareto Securities AS have been engaged to assist on the potential IPO of Aker Horizons which is subject to inter alia market conditions and investor feedback. Advokatfirmaet BAHR acts as legal advisor for the potential IPO.

Transaction highlights

• Aker Horizons agrees to acquire 75 percent of Mainstream Renewable Power for a total consideration on a 100 percent basis of EUR 900 million, subject to customary adjustments
• Existing Mainstream shareholders, led by founder and chairman Dr. Eddie O’Connor, will re-invest and retain 25 percent ownership. Dr. O’Connor will continue as Chairman of the Board of Directors of Mainstream after completion of the Transaction. Kjell Inge Røkke, Øyvind Eriksen and Kristian Røkke will become board members.
• The agreement includes an additional earn-out payment in 2023 of up to EUR 100 million to selling shareholders based on meeting certain milestones
• As part of the Transaction, Aker Horizons will acquire 50 percent of superconducting technology company SuperNode
• The Transaction is expected to close in Q2 2021, subject to customary closing conditions, including regulatory approvals, as well as approvals from Mainstream’s creditors

DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp’s Norway branch and Green Giraffe act as financial advisors to Aker Horizons in the Transaction. Advokatfirmaet BAHR and Slaughter & May act as legal advisors in the Transaction.

Attractive strategic benefits

Adding Mainstream to its portfolio enables Aker Horizons to accelerate the development of a global position within renewable energy and marks a significant step towards realizing its planet-positive ambitions

• Providing a platform and key competencies to strengthen the Aker Horizons’ group and its capacity to scale new ventures
• Giving access to a deep pool of industrial experience from the realization of 6.4 GW of renewable energy projects
• Combining Mainstream’s expertise, experience and premium renewable assets with Aker’s financial and industrial capabilities and track record of developing successful industrial companies
• Establishing a broad onshore, bottom-fixed and floating offshore wind portfolio, with potential synergies and collaboration opportunities

Aker Horizons’ portfolio company, Aker Offshore Wind, and Mainstream’s offshore business will remain separate entities, but Aker Horizons will explore areas for partnerships and collaboration to accelerate their respective strategies following the acquisition.

About Mainstream Renewable Power

Mainstream is a leading independent renewable energy player with a global footprint and a proven track record across renewable power industries.

• Since its establishment in 2008, Mainstream has developed and brought forward assets totaling 6.4 GW of renewable energy capacity to financial close and sold a significant number of wind and solar projects to world class counterparties
• Mainstream is one of the most successful independent developers of offshore wind at scale globally. It has developed, and later divested, projects representing 22 percent of the UK’s offshore wind capacity either in operation or under construction
• Mainstream is the largest independent developer in the Chilean market and has played an integral role in building the largest pan-African independent power producer (IPP) through the Lekela joint venture
• Mainstream has a global organization of 335 employees across 11 countries, with capabilities covering the entire lifespan of renewable energy assets, from sourcing and development through to operations
• Mainstream’s current portfolio includes 1.4 GW (net) in operation or under construction, primarily made up of onshore wind and solar assets in Chile and South Africa. Mainstream furthermore has an advanced pipeline of 700 MW (net) expected to reach financial close in 2021, and more than 9 GW of other development assets, in addition to several large-scale offshore wind opportunities.
• Mainstream holds a cash position in excess of EUR 500 million, which, in addition to a capital injection of EUR 110 million in new equity provided by Aker Horizons and continuing shareholders on a 100 percent basis, is intended to be used to finance ongoing construction projects.

SuperNode

As part of the transaction, Aker Horizons will also acquire a 50 percent holding in SuperNode, a technology company which designs and develops superconductor cables to address the significant future need for higher capacity cables with lower power loss. SuperNode was founded by Dr. Eddie O’Connor in 2018. The technology enables connecting offshore wind production efficiently with markets over longer distances. Aker Horizons will develop SuperNode together with Dr. O’Connor, who will remain a key shareholder.

Funding

The transaction is fully financed through a bank facility of EUR 510 million provided by DNB Bank ASA and Nordea Bank Apb, and funding from Aker for the remaining EUR 248 million, including Aker Horizons’ share of EUR 110 million in new equity injected, on a 100 percent basis, at closing in order to fund ongoing projects and Mainstream’s growth plans.

Internal restructuring

In cultivating Aker Horizons as Aker’s primary investment vehicle for its renewable energy markets investments, Aker has made an internal restructuring, comprising a transfer of all of Aker’s shares in REC Silicon ASA, from Aker Capital AS to Aker Horizons, and the establishment of a new holding company for Aker Horizons’ investments. Aker Horizons will be renamed Aker Horizons Holding AS and the new holding company will subsequently take the name Aker Horizons AS. In addition, the ownership in Aker Offshore Wind AS is transferred under a new sub-holding of Aker Horizons named Aker Renewable Power AS. Following these steps, and the previously announced transfer of Aker’s shares in Aker Carbon Capture AS and Aker Offshore Wind AS to Aker Horizons, Aker Horizons will (indirectly) hold approximately 51 percent in each of ACC and AOW and 24.70 percent in REC Silicon ASA.

Company presentation

Please find attached a company presentation with further information about the Transaction, Mainstream and Aker Horizons. The management of Aker, Aker Horizons and Mainstream will host an investor conference regarding the transaction and Aker Horizons’ strategy at 11:00 CET today, 19 January, 2021.

The webcast will be streamed live at:

https://channel.royalcast.com/hegnarmedia/#!/hegnarmedia/20210119_2

and can also be followed via audio-only using the following dial-in numbers:

NO: +47 21 95 63 42
UK: +44 203 769 6819
US: +1 646 787 0157
SE: +46 406 82 0620
PIN code for all countries: 512965

The presentation and recording of the webcast will be made available at www.akerasa.com.

For further information, please contact:

Atle Kigen, Head of Corporate Communications, Aker ASA
Tel: +47 90784878
Email: atle.kigen@akerasa.com

Christina Chappell Glenn, Head of Investor Relations, Aker ASA
Tel: +47 90532774
Email: christina.glenn@akerasa.com

Ivar Simensen, Communications, Aker Horizons
Tel: +47 46402317
Email: ivar.simensen@akerhorizons.com

IMPORTANT NOTICE

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although Aker believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. Aker undertakes no obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of Aker. Neither the Company, ABG Sundal Collier, DNB Markets, a part of DNB Bank ASA, Nordea Bank Abp, Pareto Securities AS nor any of their respective affiliates accepts any liability arising from the use of this announcement.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

210119 Aker Horizons Mainstream_Company Presentation