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Registration Document AKER ASA Senior Unsecured Bond Issue 2015/2020 ISIN: NO 0010737158 Date: 30 June 2015 Joint Lead Managers: DNB Markets Nordea Markets Pareto Securities Registration Document IMPORTANT INFORMATION The Registration Document has been prepared in connection with listing of the bonds at Oslo Børs. This Registration Document is subject to the general business terms of the Lead Managers. Confidentiality rules and internal rules restricting the exchange of information between different parts of the Lead Managers may prevent employees of the Lead Managers who are preparing this document from utilizing or being aware of information available to the Lead Managers and/or affiliated companies and which may be relevant to the recipient's decisions. The Lead Managers and/or affiliated companies and/or officers, directors and employees may be a market maker or hold a position in any instrument or related instrument discussed in this Registration Document, and may perform or seek to perform financial advisory or banking services related to such instruments. The Lead Managers’ corporate finance department may act as manager or co-manager for the Company in private and/or public placement and/or resale not publicly available or commonly known. Copies of this Registration Document are not being mailed or otherwise distributed or sent in or into or made available in the United States. Persons receiving this document (including custodians, nominees and trustees) must not distribute or send such documents or any related documents in or into the United States. Other than in compliance with applicable United States securities laws, no solicitations are being made or will be made, directly or indirectly, in the United States. Securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The distribution of the Registration Document may be limited by law also in other jurisdictions, for example in the United Kingdom. Verification and approval of the Registration Document by the Financial Supervisory Authority of Norway (“Finanstilsynet”) implies that the Registration Document may be used in any EEA country. No other measures have been taken to obtain authorisation to distribute the Registration Document in any jurisdiction where such action is required. Unless otherwise stated, the Prospectus is subject to Norwegian law. In the event of any dispute regarding the Prospectus, Norwegian law will apply. The Financial Supervisory Authority of Norway has examined and approved the Registration Document pursuant to Section 7-7 of the Securities Trading Act. The examination and approval by the Financial Supervisory Authority of Norway relate exclusively to the Company having included descriptions pursuant to a pre-defined list of content requirements. Consequently, the Financial Supervisory Authority of Norway has not examined or approved the correctness or completeness of the information disclosed in the Registration Document. Nor has the Financial Supervisory Authority of Norway performed any form of examination or approval of company law aspects described in, or encompassed by, the Registration Document. This Registration Document is not an offer to sell or a request to buy bonds. Page 2 of 23 Registration Document The content of the Prospectus does not constitute legal, financial or tax advice and bond owners should seek legal, financial and/or tax advice. Page 3 of 23 Registration Document DEFINITIONS Articles of Association The Company’s articles of association IFRS International Financial Reporting Standards NAV Net asset value OSEBX Oslo Stock Exchange Benchmark Index Prospectus The Registration Document, Securities Note and Summary Registration Document This document dated 30 June 2015 Securities Note The Securities Note dated 30 June 2015 Summary The Summary dated 30 June 2015 The Group / Aker Aker ASA with subsidiaries The Parent / Issuer / the Company Aker ASA USD United States dollar, the lawful currency of the United States Page 4 of 23 Registration Document Contents 1 RISK FACTORS 7 1.1 RISK ASSOCIATED TO ASSETS 7 1.2 RISK ASSOCIATED TO RECEIVABLES WITHIN THE AKER GROUP 8 1.3 RISK ASSOCIATED TO OPERATIONS IN FOREIGN CURRENCIES 8 1.4 FINANCIAL RISK AND EXPOSURE 8 1.5 RISK ASSOCIATED TO GUARANTEES 8 1.6 RISK ASSOCIATED TO REFINANCING AND COST OF DEBT 8 2 PERSONS RESPONSIBLE 9 2.1 PERSONS RESPONSIBLE FOR THE INFORMATION 9 2.2 DECLARATION BY PERSONS RESPONSIBLE 9 3 STATUTORY AUDITORS 10 3.1 NAMES AND ADDRESSES 10 4 INFORMATION ABOUT THE COMPANY 11 4.1 LEGAL AND COMMERCIAL NAME 11 4.2 PLACE OF REGISTRATION AND REGISTRATION NUMBER 11 4.3 DATE OF INCORPORATION 11 4.4 DOMICILE AND LEGAL FORM 11 4.5 CONTACT INFORMATION 11 4.6 RECENT EVENTS RELEVANT TO EVALUATION OF SOLVENCY 11 4.7 MEMORANDUM AND ARTICLES OF ASSOCIATION 11 5 BUSINESS OVERVIEW 12 5.1 INTRODUCTION TO AKER ASA 12 5.2 AKER ASA AND HOLDING COMPANIES 12 5.3 INVESTMENTS 12 5.4 INVESTMENT STRATEGY 13 6 ORGANISATIONAL STRUCTURE 14 6.1 DESCRIPTION OF GROUP 14 6.1.1 Legal structure 14 6.2 DEPENDENCE UPON OTHER ENTITIES 16 7 TREND INFORMATION 16 7.1 STATEMENT OF NO MATERIAL ADVERSE CHANGE 16 8 PROFIT FORECASTS OR ESTIMATES 16 9 ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES 16 9.1 INFORMATION ABOUT PERSONS 16 9.1.1 Management of the Issuer 16 9.1.2 Board of Directors of the Issuer 16 9.2 CONFLICTS OF INTEREST 17 Page 5 of 23 Registration Document 10 BOARD PRACTICES 17 11 MAJOR SHAREHOLDERS 18 11.1 OWNERSHIP - MAJORITY SHAREHOLDER 18 11.2 CHANGE IN CONTROL OF THE ISSUER 19 11.3 SHARE CAPITAL 19 12 SELECTED FINANCIAL INFORMATION 20 12.1 DEBT DISTRIBUTION 20 12.2 INSTALLMENT SCHEDULE 20 13 SELECTED FINANCIAL INFORMATION CONCERNING THE COMPANY'S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 20 13.1 INCOME STATEMENT, BALANCE SHEET AND CASH FLOW STATEMENT 20 13.2 FINANCIAL STATEMENTS 21 13.3 AUDITING OF HISTORICAL ANNUAL FINANCIAL INFORMATION 21 13.4 AGE OF LATEST FINANCIAL INFORMATION 21 13.5 LEGAL AND ARBITRATION PROCEEDINGS 21 13.6 SIGNIFICANT CHANGE IN THE ISSUER’S FINANCIAL OR TRADING POSITION 21 14 MATERIAL CONTRACTS 21 15 DOCUMENTS ON DISPLAY 22 16 JOINT LEAD MANAGER’S DISCLAIMER 22 17 ATTACHMENTS: 23 Page 6 of 23 Registration Document 1 RISK FACTORS Aker ASA (“Aker”) is an active industrial investment company with exposure both in terms of its ownership and its receivables towards companies that operate within the energy sector, oil service, fisheries and biotechnology, and marine assets. As such, Aker’s risk is financially driven and connected to the underlying development of the companies Aker is exposed to either through value changes of the listed assets, dividend distribution or through repayment of debt. Aker may enter into hedge positions as part of Aker’s risk management system primarily by hedging its foreign currency and interest rate risk exposure. In this matter, Aker will be exposed to fluctuations in these markets as well as counterparty risk. Aker’s operational risk is limited provided that Aker is an investment company with a rather predictable cost base. 1.1 Risk associated to assets The main risks that Aker is exposed to are related to the value changes of the listed assets due to market price fluctuations. The development of the global economy, and energy prices in particular, are important variables in assessing near-term market fluctuations. As an industrial holding company, Aker is dependent on ensuring adequate liquidity through upstream cash and dividends from portfolio companies. The market situation will also affect the ability of the underlying companies to pay dividend as well as operations and opportunities for new investments and divestments. Aker’s investments are further described in section 5.3. Page 7 of 23 Registration Document 1.2 Risk associated to receivables within the Aker Group Aker also has receivables primarily towards companies that Aker directly or indirectly holds an ownership stake in. No assurance can be made that such receivables will be paid. Aker is as such subject to counterparty risk which may affect the Company’s earnings and ability to meet its obligations. 1.3 Risk associated to operations in foreign currencies Aker is an investment company primarily exposed to Norwegian companies and consequently with limited exposure towards operations. The companies that Aker is invested in have operations in international markets which lead to various types of currency exposure. Currency risks arise through ordinary, future business transactions, capitalised assets and liabilities, and when such transactions involve cash flows in a currency other than the functional currency of the respective company. In addition, currency risk may arise from investments in foreign subsidiaries. The Group is mainly exposed to the US dollar (USD). Management of operational risk primarily takes place at the underlying operating companies with established hedging policies in order to reduce exposure and fluctuations in foreign currencies. 1.4 Financial risk and exposure The Company is exposed to several types of financial risk, the most significant of which are liquidity, foreign exchange and interest rate. Liquidity risk is associated with Aker being unable to meet its financial obligations as they fall due. As an industrial holding company, Aker is largely dependent on ensuring adequate liquidity through upstream cash and dividends from portfolio companies. Aker will from time to time secure certain predictable cash flows through hedging activities in the foreign exchange market in connection with mergers and acquisitions, sale of assets, dividend or other predictable cash flows in foreign currencies. Through this activity, Aker is consequently exposed to counterparty risk to Norwegian and international banks and other financial institutions. Aker’s interest rate risk arises from long-term borrowings and receivables. Borrowings and receivables issued at variable rates expose the Company to cash flow interest rate risk.
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