Reference is made to the stock exchange announcement made by Aker Horizons ASA (the “Company” or “Aker Horizons”) of 22 March 2022 giving notice of the annual general meeting to be held on 22 April 2022 (the “AGM”) and the recently announced contemplated take-private mergers (the “Mergers”) with Aker Offshore Wind AS and Aker Clean Hydrogen AS whereby Aker Horizons will issue merger consideration shares.
The Mergers are not subject to approval by the Company’s general meeting as the Company is not a direct party to the Mergers and will only issue consideration shares. The Company plans to use the proposed board authorization relating to future share capital increases to issue the consideration shares for the Mergers. In order to maintain flexibility following the Mergers, the Board has amended its proposed resolution to the AGM with respect to the proposed board authorization relating to future share capital increases. The original proposed resolution gave the board an authorization to increase the share capital by up to 20% of the Company’s current share capital as was consistent with its prior authorization in 2021. The Company expects to increase the share capital by approximately 13.22% related to the Mergers and has as a result proposed to increase the board authorization to 35% to cater for the Mergers, while leaving an approximate 20% authorization based on the shares outstanding after the Mergers have been completed, as per the original proposal.
The Mergers are expected to be completed during June 2022.
Please find attached the updated Board of Directors’ proposed resolution for the 2022 annual general meeting, where the above has been reflected. The document will also be made available at www.akerhorizons.com.