Obligation Aker 3.76% ( NO0010814213 ) en NOK

Société émettrice Aker
Prix sur le marché 97 %  ⇌ 
Pays  Norvege
Code ISIN  NO0010814213 ( en NOK )
Coupon 3.76% par an ( paiement trimestriel )
Echéance 24/07/2022 - Obligation échue

Prospectus brochure de l'obligation Aker NO0010814213 en NOK 3.76%, échue

Montant Minimal 1 000 000 NOK
Montant de l'émission 1 500 000 000 NOK
Description détaillée L'Obligation émise par Aker ( Norvege ) , en NOK, avec le code ISIN NO0010814213, paye un coupon de 3.76% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 24/07/2022

Securities Note


ISIN: NO 0010814213
FRN Aker Solutions ASA
FRN Senior Unsecured Bond Issue 2018/2022

Oslo, 22 June 2018

Joint Lead Managers:

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

2 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

Important information*

This securities note (the "Securities Note") has been prepared in connection with listing of the bond
issue by Aker Solutions ASA (the "Issuer") as described herein (the "Bond Issue" and the "Bonds")
on Oslo Stock Exchange (Nw.: Oslo Børs), a stock exchange operated by Oslo Børs ASA. This Securities
Note together with the Registration Document dated 22 June 2018 and any supplements to these
documents constitute the Prospectus.

The Norwegian FSA (Nw.: Finanstilsynet) has reviewed and approved this Securities Note pursuant to
Sections 7-7 and 7-8 of the Norwegian Securities Trading Act and related secondary legislation,
including the Prospectus Directive and EC Regulation 809/2004 regarding information contained in the

The Norwegian FSA has not reviewed or approved the accuracy or completeness of the information
included in this Securities Note. The approval by the Norwegian FSA only relates to the information
included in accordance with pre-defined disclosure requirements. The Norwegian FSA has not made any
form of review or approval relating to corporate matters described in or referred to in this Securities
Note. This Prospectus was approved by the Norwegian FSA on 22 June 2018 and is valid for 12 months
from the approval date.

This Securities Note should be read together with the Registration Document.

New information that is significant for the Issuer or its subsidiaries (each a "Group Company" and
together with the Issuer, the "Group") may be disclosed after this Securities Note has been made
public, but prior to the listing of the Bonds. Such information will be published as a supplement to this
Securities Note pursuant to Section 7-15 of the Norwegian Securities Trading Act. On no account must
the publication or the disclosure of this Securities Note give the impression that the information herein
is complete or correct on a given date after the date of this Securities Note, or that the business
activities of the Issuer or its subsidiaries may not have been changed.

Only the Issuer is entitled to procure information about conditions described in this Securities Note.
Information procured by any other person is of no relevance in relation to this Securities Note and
cannot be relied on.

Unless otherwise stated, this Securities Note is subject to Norwegian law. In the event of any dispute
regarding this Securities Note, Norwegian law will apply with Oslo District Court as exclusive legal

In certain jurisdictions, the distribution of this Securities Note may be limited by law, for example in the
United States of America or in the United Kingdom. Approval of this Securities Note by the Norwegian
FSA implies that the Note may be published in Norway. No other measures have been taken to obtain
authorisation to distribute this Securities Note in any jurisdiction where such action is required. Persons
who receive this Securities Note are ordered by the Issuer and the Joint Lead Managers to obtain
information on and to comply with such restrictions.

This Securities Note is not an offer to sell or a request to buy bonds. The content of this Securities Note
does not constitute legal, financial or tax advice, and Bondholders and potential Bondholders should
consider their own needs and if necessary seek legal, financial and/or tax advice for their own account.

Please contact the Issuer to receive copies of this Securities Note.

The Bonds may not be a suitable investment for all investors. Each potential investor in the Bonds must
determine the suitability of that investment in light of their own circumstances. In particular, each
potential investor should:

have sufficient knowledge and experience to make a meaningful evaluation of the Bonds,
the merits and risks of investing in the Bonds and the information contained or incorporated
by reference in this Securities Note and/or the Registration Document or any applicable

have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
their particular financial situation, an investment in the Bonds and the impact the Bonds will
have on their overall investment portfolio;

3 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Bonds, including where the currency for principal or interest payments is different from
the potential investor's currency;

understand thoroughly the terms of the Bonds and be familiar with the behaviour of the
financial markets; and

be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect their investment and their
ability to bear the applicable risks.

*The capitalised words used in the section "Important Information" and elsewhere in this Securities
Note are defined in Chapter: 3 "Definitions" and 4 "Detailed information about the securities".

4 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213


Risk factors ....................................................................................................................... 6
Persons responsible ............................................................................................................ 9
Detailed information about the securities ............................................................................ 10
4 Additional Information ......................................................................................................... 27
5 Appendix: Bond Terms ........................................................................................................ 28

5 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

1. Risk factors
The order in which risks are presented below is not intended to provide an indication of the likelihood of
their occurrence nor of their severity or significance. The information in this chapter is as of the date of
this Securities Note.

Investing in the Bonds issued by the Issuer involves inherent risks. Prospective investors should
consider, among other things, the risk factors set out below and in the Registration Document (which
together with this Securities Note constitutes the Prospectus) before making an investment decision.
The risks and uncertainties described in the Prospectus are risks of which the Issuer is aware and that
the Issuer considers to be material to its business. If any of these risks were to occur, the Issuer's
business, financial position, operating results or cash flows could be materially adversely affected, and
the Issuer could be unable to pay interest, principal or other amounts on or in connection with the

Prospective investors should also read the detailed information set out elsewhere in the Prospectus and
reach their own conclusions prior to making any investment decision.

1.1. Risk related to the Bonds

All investments in interest-bearing securities have risk associated with such investment. The risk is
related to the general volatility in the market for such securities, varying liquidity in a single bond issue
as well as company-specific risk factors. There are six main risk factors that sums up the investors total
risk exposure when investing in interest bearing securities: liquidity risk, interest rate risk, settlement
risk, credit risk, market risk and risks related to the ranking of the Bonds (both in general and issuer-

Liquidity risk
The liquidity of the trading market in the Bonds, and the market price quoted for the Bonds, may be
adversely affected by changes in the overall market for similar yield securities, interest rates and the
Issuer's financial performance or prospects or in the prospects for companies in its industry generally.
As a result, an active trading market for the Bonds may not develop or be maintained.

Historically, the markets for non-investment-grade debt, such as the Bonds, have been subject to
disruptions that have caused substantial volatility in their prices. Any market for the Bonds may be
subject to similar disruptions. Any such disruptions may affect the liquidity and trading of the Bonds
independently of the Issuer's financial performance and prospects and may have an adverse effect on
the holders of the Bonds.

No market-maker agreement has been entered into in relation to this Bond Issue, and the liquidity of
the Bonds will depend at all times on the market participants' view of the credit quality of the Issuer as
well as established and available credit lines.

Interest rate risk
Interest-rate risk is the risk that results from the variability of the NIBOR interest rate. The coupon
payments, which depend on the interest rate and the Margin, will vary in accordance with the variability
of the NIBOR interest rate. The interest-rate risk related to this Bond Issue will be limited, since the
coupon rate will be adjusted quarterly in accordance with the change in the reference interest rate
(NIBOR three months) over the four-year tenor. The primary price risk for a floating rate bond issue will
be related to the market view of the correct trading level for the credit spread related to the bond issue
at a certain time during the tenor, compared with the credit margin the bond issue is carrying. A
possible increase in the credit spread trading level relative to the coupon-defined credit margin may
relate to general changes in the market conditions and/or Issuer-specific circumstances. Under normal
market circumstances, however, the anticipated tradable credit spread will fall as the duration of the
bond issue shortens. In general, the price of bonds will fall when the credit spread in the market
increases, and conversely the bond price will increase when the market spread decreases.

Settlement risk
Settlement risk is the risk that the settlement of bonds in a bond issue does not take place as agreed.
The settlement risk consists of the failure to pay or the failure to deliver bonds. The Bonds in this Bond
Issue are, however, already issued ant settled.

Credit risk

6 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

Credit risk is the risk that the Issuer fails to make the required payments under the Bond Issue (either
principal or interest). There are a number of factors which may cause the Issuer to default on its
payment obligations under the Bond Issue, including those described in "Chapter 1. Risk Factors" in the
Registration Document.

Market risk
Market risk, also called "systematic risk", is the negative impact on the value of the Bonds from any
type of major natural disaster, such as recessions, political turmoil, changes in interest rates or terrorist
attacks. The price of a single bond issue will fluctuate in accordance with the interest rate and credit
markets in general, the market view of the credit risk, and the liquidity of this Bond Issue in the
market. In spite of an underlying positive development in the Issuer's business activities, the price of
the Bonds may fall independently of this fact. However, bond issues with a relatively short tenor and a
floating-rate coupon rate do generally carry a lower price risk compared with bonds with a longer tenor
and/or with a fixed coupon rate.

Risks related to the ranking of the Bonds
The Bonds constitute senior unsecured obligations of the Issuer. As such, the Bonds are effectively
subordinated to the secured debt of the Issuer and any Group Company as outstanding from time to
time. The Bonds rank equally in right of payment with the Issuer's senior unsecured debt outstanding
from time to time and senior in right of payment to the Issuer's subordinated debt (if any) outstanding
from time to time. The secured creditors of the Issuer will have priority over the assets securing their
debt. In the event that such secured debt becomes due or a secured lender proceeds against the assets
that secure the debt, the assets would be available to satisfy obligations under the secured debt before
any payment would be made on the Bonds. Any assets remaining after repayment of its secured debt
may not be sufficient to repay all amounts owing under the Bonds.

1.2. Risk related to Bonds in general

Set out below is a brief description of certain risks relating to the Bonds in general:

Modification and waiver
The conditions of the Bonds contain provisions for calling meetings of Bondholders to consider matters
affecting their interests generally. These provisions permit defined majorities to bind all Bondholders,
including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted
in a manner contrary to the majority.

The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance
Documents or waive a past default or anticipated failure to comply with any provision in a Finance
Document, provided that:

a) such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in
any material respect, or is made solely for the purpose of rectifying obvious errors and
mistakes; or

b) such amendment or waiver is required by applicable law, a court ruling or a decision by a
relevant authority; or

c) such amendment or waiver has been duly approved by the Bondholders in accordance with
Clause 15 (Bondholders ' Decisions) in the Bond Terms.

Change in Norwegian law or administrative practice
The conditions of the Bonds are based on Norwegian law in effect as at the date of this Prospectus. No
assurance can be given as to the impact of any possible judicial decision or change to Norwegian law or
administrative practice after the date of this Prospectus and any such change could materially adversely
impact the value of any Bonds affected by it.

Change of Control and De-listing Event

Upon the occurrence of a certain change of control events or if the Issuer ceases to be a publicly listed
company on the Oslo Stock Exchange (Nw.: Oslo Børs), as set out in Section 10.2 (Mandatory
repurchase due to a Put Option Event) of the Bond Terms, under certain circumstances each Bondholder
will have the right to require the Issuer to redeem its Bonds. It is possible however that the Issuer will
not have sufficient funds to redeem the Bonds at the time such an event occurs. If sufficient funds are
not available to the Issuer for the purpose of carrying out the redemptions, Bondholders may receive

7 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

less than the principal amount of the Bonds should they elect to exercise their right to redeem.
Furthermore, if such a right to redeem is exercised by the Bondholder, this might adversely affect the
Issuer's financial position.

Additional debt in the future

The conditions of the Bonds do not prohibit the Issuer from issuing, providing guarantees or otherwise
incurring further debt ranking pari passu with its existing obligations. If the Issuer incurs significant
additional debt ranking equally with the Bonds, it will increase the number of claims that would be
entitled to share rateably with Bondholders in any proceeds distributed in connection with an
insolvency, bankruptcy or similar proceeding.

8 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

2. Persons responsible
2.1. Persons responsible for the information
The person responsible for the information given in the Prospectus is:

Aker Solutions ASA, Oksenøyveien 8, NO-1366 Lysaker, Norway.
2.2. Declaration by persons responsible

Responsibility statement

Aker Solutions ASA confirms that, having taken all reasonable care to ensure that such is the case, the
information contained in the Prospectus is, to the best of its knowledge, in accordance with the facts
and contains no omissions likely to affect its import.

Lysaker, __________ 2018

Aker Solutions ASA



9 of 28

Securities Note - FRN Aker Solutions ASA Senior Unsecured Bond Issue 2018/2022

ISIN NO 0010814213

3. Detailed information about the securities

ISIN code:
NO 0010814213

The Bond Issue/ The Bonds:
"FRN Aker Solutions Senior Unsecured Bond Issue

Aker Solutions ASA, incorporated under the laws of Norway
with business registration number 913 748 174.

Security Type:
Unsecured Bond issue with floating rate.

A holder of Bonds.

Borrowing Limit ­ Tap Issue:
NOK 1 500 000 000

Borrowing Amount/First Tranche:
NOK 1 500 000 000

Denomination ­ Each Bond:
NOK 1 000 000

Securities Form:
The Bonds are electronically registered in book-entry form
with the Securities Depository.

Disbursement/Settlement Date/Issue
25 January 2018.

Interest-bearing From and Including:
Disbursement/Settlement Date/Issue Date.

Interest-bearing To:

25 July 2022.

Reference Rate:
3 months NIBOR.

3.15% p.a.

Coupon Rate:
3 month NIBOR + Margin.

Current Rate:
4.29 % for the Interest Period between 25 April 2018 ­ 25
July 2018.

Day Count Fraction - Coupon:
Act/360 ­ in arrears.

Business Day Convention:
Modified following.
If the Interest Payment Date is not a Business Day, the
Interest Period will be extended to include the next Business
Day. However, if this day falls in the following calendar
month, the Interest Period will be shortened to the first
Business Day preceding the original date.

Interest Quotation Day:
23 January 2018, and thereafter two Business Days prior to
the first date of each relevant Interest Period.

Interest Period:
The period between 25 January, 25 April, 25 July and 25
October each year (subject to adjustment in accordance with
the Business Day Convention) but not beyond the Maturity

Interest Payment Date:
25 January, 25 April, 25 July and 25 October in each year
(as adjusted in accordance with the Business day

10 of 28

Document Outline