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KVÆRNER ASA (A Public Limited Liability Company Organised Under the Laws of Norway)

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KVÆRNER ASA (A Public Limited Liability Company Organised Under the Laws of Norway) PROSPECTUS KVÆRNER ASA (A public limited liability company organised under the laws of Norway) Listing of the Shares of Kværner ASA on the Oslo Stock Exchange The information contained in this prospectus (the “Prospectus”) relates to the listing on Oslo Børs (the “Oslo Stock Exchange”) of all ordinary shares, each with a par value of NOK 0.34 (the “Shares”), in Kværner ASA, a public limited liability company organised under the laws of Norway (“Kværner ASA”, “Kvaerner” or the “Company”). This Prospectus serves as a listing prospectus as required by applicable laws. This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus. On 6 May 2011, the General Meetings of Aker Solutions ASA (“Aker Solutions”) and Kvaerner approved a demerger plan (the “Demerger Plan”) in respect of, and resolved to carry out, a demerger (the “Demerger”) pursuant to which all shares in Kværner AS – a wholly owned subsidiary of Aker Solutions owning, or acquiring, the group of entities carrying out the business as discussed in Section 11 “Business Overview” (the “Kvaerner Business”) – and certain other assets, rights and obligations primarily relating to the Kvaerner Business as further discussed in Section 5.2 “The Demerger; Admission to Trading of the Shares—Overview of the Demerger”, are transferred to Kvaerner. Kvaerner applied for admission to trading of its Shares on the Oslo Stock Exchange on 13 May 2011, and its listing application was approved by the Board of Directors of the Oslo Stock Exchange on 15 June 2011. Prior to the listing of the Shares on the Oslo Stock Exchange as described herein, there has not been any public trading market for the Shares. Upon consummation of the Demerger, Kvaerner will issue consideration Shares as demerger consideration. The consideration Shares will be distributed on a pro rata basis to shareholders of Aker Solutions as of expiry of the date of registration of the consummation of the Demerger with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret) (the “Cut-Off Date”) – which is expected to occur on or about 7 July 2011 – as such shareholders appear in the shareholders register of Aker Solutions with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of expiry of the third trading day thereafter (the “Record Date”) – which is expected to be on or about 12 July 2011. Eligible shareholders will receive one consideration Share for each share they own in Aker Solutions as of the Cut-Off Date as recorded in the VPS as of the Record Date. It is expected that the consideration Shares will be delivered and made available to eligible shareholders of Aker Solutions on or about 13 July 2011. The consideration Shares will, upon consummation of the Demerger, constitute all issued Shares in Kvaerner. All Shares in Kvaerner will be registered in the VPS in book-entry form and rank in parity with one another and carry one vote per Share. Trading in the Shares on the Oslo Stock Exchange is expected to commence on or about 8 July 2011 under the trading symbol “KVAER”. Trades during the period until delivery of the Kvaerner Shares to eligible shareholders’ VPS accounts will be settled on a T+3 basis. No account-to-account transactions and no transactions with settlement prior to 13 July 2011 will be allowed in that period. Investing in the Shares involves a high degree of risk; see Section 2 “Risk Factors” beginning on page 16. Unless otherwise indicated or the context otherwise requires, references herein to the “Kvaerner Group” or the “Group” are to Kvaerner taken together with its consolidated subsidiaries after consummation of the Demerger and, for periods prior to consummation of the Demerger, the group of entities which carried out the Kvaerner Business; and references herein to the “Aker Solutions Group” are to Aker Solutions taken together with its consolidated subsidiaries prior to and after consummation of the Demerger as the context requires. For the definition of certain technical terms used throughout this Prospectus, see Section 19 “Definitions and Glossary”. Joint Lead Managers: DnB NOR Markets Nordea Markets SEB Enskilda The date of this Prospectus is 15 June 2011 This Prospectus has been prepared to comply with the Norwegian Securities Trading Act of 29 June 2007 no. 75 (the “Norwegian Securities Trading Act”) and related secondary legislation, including the Commission Regulation (EC) no. 809/2004 implementing Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 regarding information contained in prospectuses (the “Prospectus Directive”) as well as the format, incorporation by reference and publication of such prospectuses and dissemination of advertisements (hereafter “EC Regulation 809/2004”). This Prospectus has been prepared solely in the English language. The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) (the “Norwegian FSA”) has reviewed and approved this Prospectus in accordance with Sections 7-7 and 7-8 of the Norwegian Securities Trading Act. The information contained herein is current as of the date hereof and subject to change, completion and amendment without notice. In accordance with Section 7-15 of the Norwegian Securities Trading Act, significant new factors, material mistakes or inaccuracies relating to the information included in this Prospectus, which are capable of affecting the assessment of the Shares between the time when this Prospectus is approved and the date of admission to trading of the Shares on the Oslo Stock Exchange, will be included in a supplement to this Prospectus. Neither the publication nor distribution of this Prospectus, nor any delivery of consideration Shares, shall under any circumstances create any implication that there has been no change in the Kvaerner Group’s affairs or that the information herein is correct as of any date subsequent to the date of this Prospectus. Kvaerner has engaged DnB NOR Markets, a part of DnB NOR Bank ASA, Nordea Markets, a part of Nordea Bank Norge ASA and SEB Enskilda AS as joint lead managers (together referred to as the “Managers”) in connection with the listing of the Shares on the Oslo Stock Exchange. Nordea Markets is not registered broker dealer with the US Securities and Exchange Commission (SEC) nor a member of the US Fiancial Industry Regulatory Authority (FINRA) and will not participate in any marketing efforts in respect of the Company other than outside the US. No person is authorised to give information or to make any representation in connection with the Demerger or distribution of the consideration Shares or the listing of the Shares on the Oslo Stock Exchanage other than as contained in this Prospectus. If any such information is given or made, it must not be relied upon as having been authorised by Kvaerner or the Managers or by any of the affiliates or advisors of any of the foregoing. The distribution of this Prospectus and the delivery of the consideration Shares in certain jurisdictions may be restricted by law. Kvaerner and the Managers require persons in possession of this Prospectus to inform themselves about and to observe any such restrictions. This Prospectus does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Prospectus. The Shares may, in certain jurisdictions, be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The Shares to be issued pursuant to the Demerger described in this Prospectus have not been, and will not be, registered under the United States Securities Act of 1933. For certain restrictions on transfer of the Shares, see Section 17 “Transfer Restrictions”. This Prospectus does not constitute an offer document or an offer of transferable securities to the public in the UK to which section 85 of the Financial Services and Markets Act 2000 of the UK (“FSMA”) applies and should not be considered as a recommendation that any person should purchase any of the Shares. This Prospectus is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA, by a person authorised under FSMA. Any reproduction or distribution of this Prospectus, in whole or in part, and any disclosure of its contents is prohibited. TABLE OF CONTENTS SECTION PAGE 1 SUMMARY ................................................................................................................................................................... 4 2 RISK FACTORS .......................................................................................................................................................... 16 3 RESPONSIBILITY STATEMENT ............................................................................................................................. 32 4 GENERAL INFORMATION ...................................................................................................................................... 33 5 THE DEMERGER; ADMISSION TO TRADING OF THE SHARES ......................................................................
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