Obligation Aker 4.75% ( USR0140AAC38 ) en USD

Aker

100 % ⇌

Norvege

USR0140AAC38 ( en USD )

4.75% par an ( paiement semestriel )

14/06/2024

Prospectus brochure de l'obligation Aker USR0140AAC38 en USD 4.75%, échéance 14/06/2024

150 000 USD

750 000 000 USD

R0140AAC3

BBB- ( Qualité moyenne inférieure )

N/A

15/12/2023 ( Dans 74 jours )

L'Obligation émise par Aker ( Norvege ) , en USD, avec le code ISIN USR0140AAC38, paye un coupon de 4.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2024
L'Obligation émise par Aker ( Norvege ) , en USD, avec le code ISIN USR0140AAC38, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES

Aker BP ASA
$750,000,000
43/4% Senior Notes due 2024
Aker BP ASA, incorporated as a public limited liability company under the laws of Norway (the "Company"),
is offering $750.0 million aggregate principal amount of its 43/4% Senior Notes due 2024 (the "Notes"). We will pay
interest on the Notes semi-annually on June 15 and December 15 of each year, commencing December 15, 2019. The
Notes will mature on June 15, 2024.
At any time on or after June 15, 2021 we may redeem all or part of the Notes by paying the redemption prices
set forth in this offering memorandum (the "Offering Memorandum"). Prior to June 15, 2021 we will be entitled, at our
option, to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and
unpaid interest, if any, plus a "make whole" premium. In addition, prior to June 15, 2021 we may redeem, at our option,
up to 40% of the Notes with the net cash proceeds from certain equity offerings by paying the redemption price set out in
this Offering Memorandum. Upon the occurrence of certain events defined as constituting a change of control triggering
event, each holder may require us to repurchase all or a portion of its Notes at 101% of their principal amount, plus
accrued and unpaid interest, if any. In the event of certain developments affecting taxation, we may redeem all, but not
less than all, of the Notes.
The Notes will be senior unsecured debt of the Company and will rank pari passu in right of payment with all of
the Company's existing and future senior obligations, including the Revolving Credit Facility, the Existing Senior Notes
due 2022, the Existing Senior Notes due 2025 and the NOK Bond (each as defined herein), and senior in right of
payment to all of the Company's future subordinated obligations. The Notes will be effectively subordinated to all of the
Company's existing and future secured debt to the extent of the value of the collateral securing such debt.
This Offering Memorandum includes information on the terms of the Notes, including redemption and
repurchase prices, covenants, events of default and transfer restrictions.
There is currently no public market for the Notes. Application has been made to list the Notes on the Securities
Official List of the Luxembourg Stock Exchange (the "Exchange"), without admission to trading on one of the securities
markets operated by the Exchange. There can be no assurance that the Notes will be listed on the Securities Official List
of the Exchange or that any such listing will be maintained.
Investing in the Notes involves a high degree of risk. See the "Risk factors" section of this Offering
Memorandum beginning on page 20.
Price: 100.000% plus accrued interest, if any, from June 19, 2019.
The Notes have been delivered in book-entry form through The Depository Trust Company ("DTC") on
June 19, 2019 (the "Issue Date").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"U.S. Securities Act"), or the securities laws of any other jurisdiction, and may not be offered or sold within the
United States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act. In the United States, this offering is being made only to "qualified
institutional buyers" (as defined in Rule 144A of the U.S. Securities Act) in compliance with Rule 144A under the
U.S. Securities Act ("Rule 144A"). You are hereby notified that the Initial Purchasers (as defined herein) of the
Notes may be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act provided by
Rule 144A. Outside of the United States, this offering is being made in reliance on Regulation S under the U.S.
Securities Act. For further details about eligible offerees and resale restrictions, see "Plan of distribution" and
"Notice to investors."
Global Coordinators

Barclays
BNP PARIBAS HSBC MUF
G
Joint Bookrunners
BMO Capital Markets
Citigroup
ING
J.P. Morgan
Wells Fargo Securities
Co-Managers
ABN AMRO
Crédit
Danske Bank
DNB Markets
NORDEA
SEB
Swedbank
UniCredit
Agricole CIB
Capital Markets
The date of this Listing Offering Memorandum is June 24, 2019.

In making your investment decision, you should rely only on the information contained in, or
incorporated by reference into, this Offering Memorandum. We have not and Barclays Capital Inc., BNP Paribas
Securities Corp., HSBC Securities (USA) Inc., MUFG Securities Americas Inc., BMO Capital Markets Corp.,
Citigroup Global Markets Limited, ING Bank N.V., London Branch, J.P. Morgan Securities LLC, Wells Fargo
Securities, LLC, ABN AMRO Securities (USA) LLC, Crédit Agricole Corporate and Investment Bank, Danske
Bank A/S, DNB Markets, Inc., Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ), Swedbank Norge,
the Norwegian Branch of Swedbank AB (publ) ("Swedbank") and UniCredit Capital Markets LLC (collectively,
the "Initial Purchasers") (collectively, the "Initial Purchasers") have not authorized anyone to provide you with
any other information. If you receive any other information, you should not rely on it. We and the Initial
Purchasers are offering to sell the Notes only in places where offers and sales are permitted. You should not
assume that the information contained in, or incorporated by reference into, this Offering Memorandum is
accurate as of any date other than the date on the front cover of this Offering Memorandum. Our business or
financial condition and other information contained in, or incorporated by reference into, this Offering
Memorandum may change after that date.
Table of contents
Important information about this offering memorandum .............................................................................................. I
Notice to U.S. investors ................................................................................................................................................ II
Notice to certain other investors ................................................................................................................................... II
Forward-looking statements ...................................................................................................................................... VII
Presentation of financial and other information ............................................................................................................ X
Incorporation of certain information by reference .................................................................................................... XVI
Definitions .............................................................................................................................................................. XVII
Exchange rate information ......................................................................................................................................... XX
Presentation of industry and market data .................................................................................................................. XXI
Summary ........................................................................................................................................................................ 1
Corporate structure and certain financing arrangements ............................................................................................... 7
The offering ................................................................................................................................................................... 8
Summary historical and as adjusted selected financial information ............................................................................ 11
Summary reserves, contingent resources and production data .................................................................................... 16
Risk factors .................................................................................................................................................................. 17
Use of proceeds............................................................................................................................................................ 41
Capitalization ............................................................................................................................................................... 42
Management's discussion and analysis of financial condition and results of operations ............................................ 43
Our business ................................................................................................................................................................ 66
Regulation .................................................................................................................................................................... 90
Management ................................................................................................................................................................ 99
Principal shareholders ................................................................................................................................................ 103
Certain relationships and related party transactions................................................................................................... 104
Description of certain financing arrangements .......................................................................................................... 105
Description of the notes ............................................................................................................................................. 112
Book-entry, delivery and form ................................................................................................................................... 145
Taxation ..................................................................................................................................................................... 149
Certain ERISA considerations ................................................................................................................................... 154
Plan of distribution .................................................................................................................................................... 156
Notice to investors ..................................................................................................................................................... 159
Legal matters ............................................................................................................................................................. 162
Independent auditors .................................................................................................................................................. 162
Independent petroleum engineers .............................................................................................................................. 162
Available information ................................................................................................................................................ 163
Service of process and enforcement of civil liabilities .............................................................................................. 164
Certain insolvency law considerations ....................................................................................................................... 165
Listing and general information ................................................................................................................................. 168
Glossary ..................................................................................................................................................................... 169

Important information about this offering memorandum
This Offering Memorandum is a confidential document that we are providing only to prospective purchasers of
the Notes. You should read this Offering Memorandum and the documents incorporated by reference hereby before
making a decision whether to purchase any Notes. You must not:
·
use this Offering Memorandum for any other purpose;
·
make copies of any part of this Offering Memorandum or give a copy of it to any other person; or
·
disclose any information in this Offering Memorandum to any other person, other than a person retained to
advise you in connection with the purchase of the Notes.
We have prepared this Offering Memorandum and the documents incorporated by reference hereby based on
information we have or have obtained from sources we believe to be reliable. Summaries of documents contained in this
Offering Memorandum may not be complete. We will make copies of actual documents available to you upon request.
Neither we, the Initial Purchasers nor the Trustee, Registrar, Transfer Agent or any Paying Agent is providing you with
any legal, investment, business, tax or other advice in this Offering Memorandum. You should consult with your own
counsel, accountants and other advisors as needed to assist you in making your investment decision and to advise you
whether you are legally permitted to purchase the Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any jurisdiction in which
such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. No
action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the Notes may not be offered or sold, directly or indirectly, and this Offering Memorandum may
not be distributed, in any jurisdiction except in accordance with the legal requirements applicable in such jurisdiction.
You must comply with all laws applicable in any jurisdiction in which you buy, offer or sell the Notes or possess or
distribute this Offering Memorandum, and you must obtain all applicable consents and approvals; neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
We are offering the Notes in reliance on (i) an exemption from registration under the U.S. Securities Act for an
offer and sale of securities that does not involve a public offering and (ii) a transaction pursuant to Regulation S that is
not subject to the registration requirements of the U.S. Securities Act. If you purchase the Notes, you will be deemed to
have made certain acknowledgments, representations and warranties as detailed under "Notice to Investors." The Notes
are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the
U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption
therefrom. You may be required to bear the financial risk of an investment in the Notes for an indefinite period. Neither
we nor the Initial Purchasers are making an offer to sell the Notes in any jurisdiction where the offer and sale of the
Notes is prohibited. Neither we nor the Initial Purchasers are making any representation to you that the Notes are a legal
investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and regulations in force
in any jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission
required by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction
to which it is subject or in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall
have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the "SEC"), any U.S. state securities commission nor
any non-U.S. securities authority nor other authority has approved or disapproved of the Notes or determined if this
Offering Memorandum is truthful or complete. Any representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this Offering Memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this Offering Memorandum with regard to us and our subsidiaries and affiliates and the Notes is true and accurate in all
material respects as of the date of this Offering Memorandum, that the opinions and intentions expressed in this Offering
Memorandum are honestly held and that we as of the date of this Offering Memorandum are not aware of any other facts,
the omission of which would make this Offering Memorandum or any statement contained herein misleading in any
material respect.
Neither the Initial Purchasers nor the Trustee, Registrar, Transfer Agent or any Paying Agent makes any
representation or warranty, express or implied, as to, and assumes no responsibility for, the accuracy or completeness of
the information contained in or incorporated by reference into this Offering Memorandum. Nothing contained in or
I

incorporated by reference into this Offering Memorandum is, or shall be relied upon as, a promise or representation by
the Initial Purchasers as to the past, the present or the future.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may reject any offer to
purchase the Notes in whole or in part for any reason or no reason, sell less than the entire principal amount of the Notes
offered hereby or allocate to any purchaser less than all of the Notes for which it has subscribed. The Initial Purchasers
and certain of their respective related entities may acquire, for their own accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing clearing and settlement
arrangements, including in the "Description of the Notes" and "Book-entry, delivery and form," is subject to a change in
or reinterpretation of the rules, regulations and procedures of DTC, Euroclear or Clearstream currently in effect. While
we accept responsibility for accurately summarizing the information concerning DTC, Euroclear or Clearstream, we
accept no further responsibility in respect of such information.
Application has been made to list the Notes on the Securities Official List of the Exchange, without admission to
trading on one of the securities markets operated by the Exchange, and we have submitted this Offering Memorandum to
the competent authority in connection with the listing application.
IN CONNECTION WITH THE OFFER, ISSUE AND SALE OF THE NOTES, BARCLAYS
CAPITAL INC. (THE "STABILIZING MANAGER") (OR ANY PERSON ACTING ON BEHALF OF THE
STABILIZING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILIZATION MAY NOT NECESSARILY OCCUR. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE TERMS OF THE OFFERING IS MADE AND, IF BEGUN, MAY CEASE AT ANY
TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE AND 60
DAYS AFTER THE DATE OF ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR ANY PERSON
ACTING ON BEHALF THEREOF) IN ACCORDANCE WITH ALL APPLICABLE LAWS, REGULATIONS
AND RULES.
Notice to U.S. investors
This offering is being made in the United States in reliance upon an exemption from registration under the U.S.
Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you
will be deemed to have made certain acknowledgments, representations and agreements. See "Notice to investors."
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we reasonably
believe to be QIBs under Rule 144A under the U.S. Securities Act for informational use solely in connection with their
consideration of the purchase of the Notes and (2) to investors outside the United States pursuant to offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. The Notes described in this Offering
Memorandum have not been registered with, recommended by or approved by the SEC, any state securities commission
in the United States or any other securities commission or regulatory authority, nor has the SEC, any state securities
commission in the United States or any such securities commission or authority passed upon the accuracy or adequacy of
this Offering Memorandum. Any representation to the contrary is a criminal offense.
Notice to certain other investors
British Virgin Islands This Offering Memorandum has not been, and will not be, registered under any laws or
regulations of the British Virgin Islands, nor has any regulatory authority in the British Virgin Islands passed comment
upon or approved the accuracy or adequacy of it. This Offering Memorandum does not constitute an offer or invitation
(whether direct or indirect) to any person in the British Virgin Islands to purchase or subscribe for any Notes and no
person in the British Virgin Islands may purchase or subscribe for any Notes.
Canada
Resale Restrictions
The distribution of Notes in Canada is being made only in the provinces of Ontario, Quebec, Alberta and British
Columbia on a private placement basis exempt from the requirement that we prepare and file a prospectus with the
securities regulatory authorities in each province where trades of these securities are made. Any resale of the Notes in
Canada must be made under applicable securities laws which may vary depending on the relevant jurisdiction, and which
may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the
II

applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the
securities.
Representations of Canadian Purchasers
By purchasing Notes in Canada and accepting delivery of a purchase confirmation, a purchaser is representing
to us and the dealer from whom the purchase confirmation is received that:
·
the purchaser is entitled under applicable provincial securities laws to purchase the Notes without the
benefit of a prospectus qualified under those securities laws as it is an "accredited investor" as defined
under National Instrument 45-106--Prospectus Exemptions or Section 73.3(1) of the Securities Act
(Ontario), as applicable;
·
the purchaser is a "permitted client" as defined in National Instrument 31-103--Registration Requirements,
Exemptions and Ongoing Registrant Obligations;
·
where required by law, the purchaser is purchasing as principal and not as agent; and
·
the purchaser has reviewed the text above under "--Resale Restrictions."
Conflicts of Interest
Canadian purchasers are hereby notified that the Initial Purchasers are relying on the exemption set out in
section 3A.3 or 3A.4, if applicable, of National Instrument 33-105--Underwriting Conflicts from having to provide
certain conflict of interest disclosure in this document.
Statutory Rights of Action
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if the offering memorandum (including any amendment thereto) such as this document contains a
misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time
limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser of these securities in
Canada should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Enforcement of Legal Rights
All of our directors and officers as well as the experts named herein may be located outside of Canada and, as a
result, it may not be possible for Canadian purchasers to effect service of process within Canada upon us or those
persons. All or a substantial portion of our assets and the assets of those persons may be located outside of Canada and,
as a result, it may not be possible to satisfy a judgment against us or those persons in Canada or to enforce a judgment
obtained in Canadian courts against us or those persons outside of Canada.
Taxation and Eligibility for Investment
Canadian purchasers of Notes should consult their own legal and tax advisors with respect to the tax
consequences of an investment in the Notes in their particular circumstances and about the eligibility of the Notes for
investment by the purchaser under relevant Canadian legislation.
Denmark This Offering Memorandum has not been filed with or approved by any authority in the Kingdom of
Denmark. The Notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the
Kingdom of Denmark, unless in compliance with the Danish Action Trading in Securities (Consolidated Act No. 795 of
August 20, 2009, as amended from time to time) and any orders issued thereunder.
Finland This Offering Memorandum is not a prospectus and has not been prepared in accordance with the
prospectus requirements provided for in the Finnish Securities Markets Act (in Finnish: Arvopaperimarkkinalaki) nor any
other Finnish act or statute. Neither the Finnish Financial Supervisory Authority (in Finnish: Finanssivalvonta) nor any
other Finnish public body has examined, approved or registered this Offering Memorandum or will examine, approve or
register this Offering Memorandum. Accordingly, this Offering Memorandum may not be made available, nor may the
Notes otherwise be marketed or offered for sale or subscription, in Finland other than in circumstances that are deemed
not to be an offer to the public under the Finnish Securities Markets Act. Any offer or sale of the Notes in Finland must
be made pursuant to a private placement exemption as defined under Article 3(2) of the Prospectus Directive, as
III

implemented in the Finnish Securities Markets Act and any regulation made thereunder, as supplemented and amended
from time to time.
France This Offering Memorandum has not been prepared in the context of a public offering in France within
the meaning of Article L. 411-1 of the Code Monétaire et Financier and has not been admitted to the clearance procedure
of the Autorité des marchés financiers (the French financial markets authority, or "AMF"). Consequently, the Notes may
not be, directly or indirectly, offered or sold to the public in France and neither this Offering Memorandum nor any other
offering material may be distributed or caused to be distributed, directly or indirectly, to the public in France. Such
offers, sales and distributions will only be made in France to providers of investment services relating to portfolio
management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille
pour le compte de tiers) and/or to qualified investors (investisseurs qualifiés) and/or to a limited circle of investors
(cercle restreint d'investisseurs) each acting for their own accounts, as defined in and in accordance with Articles L.
411-1, L. 411-2 and D. 411-1 to 411-4 of the Code Monétaire et Financier.
Prospective investors are informed that:
(1)
this Offering Memorandum has not been and will not be submitted for clearance to the AMF;
(2)
in compliance with Articles L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code Monétaire et
Financier, any investors subscribing for the Notes should be acting for their own account; and
(3)
the direct and indirect distribution or sale to the public of the Notes acquired by them may only be made in
compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code
Monétaire et Financier.
Hong Kong The Notes may not be offered or sold in Hong Kong by means of any document other than to
(1) "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made thereunder, or (2) in circumstances which do not result in the document being a "prospectus" as defined
in the Companies Ordinance (Cap. 32) of the laws of Hong Kong or which do not constitute an offer to the public within
the meaning of that Ordinance. No invitation, advertisement or document relating to the Notes may be issued or may be
in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to
do so under the securities laws of Hong Kong) other than with respect to the Notes which are intended to be disposed of
only to persons outside Hong Kong or only to "professional investors," as defined under the Securities and Futures
Ordinance (Cap. 571) of the laws of Hong Kong and any rules made thereunder.
Italy This offering of Notes has not been cleared by the Commissione Nazionale per le Società e la Borsa
("CONSOB") (the Italian Securities Exchange Commission) pursuant to Italian securities legislation and, accordingly,
the Notes may not be offered, sold or delivered, nor may copies of this Offering Memorandum or of any other document
relating to the Notes be distributed, in the Republic of Italy, except:
(1)
to qualified investors (investitori qualificati), as defined in Article 26, paragraph 1, letter d) of CONSOB
Regulation No. 16190 of October 29, 2007, as amended (the "Intermediaries Regulation"), pursuant to
Article 100, paragraph 1, letter a) of the Italian Legislative Decree No. 58 of February 24, 1998, as amended
(the "Consolidated Financial Act") and Article 34-ter, paragraph 1, letter b) of CONSOB Regulation
No. 11971 of May 14, 1999, as amended (the "Issuers Regulation"); or
(2)
in any other circumstances where an express exemption from compliance with the restrictions on offers to the
public applies, including, without limitation, as provided under Article 100 of the Consolidated Financial Act
and Article 34-ter of the Issuers Regulation.
Any offer, sale or delivery of the Notes or distribution of copies of this Offering Memorandum or any other
document relating to the Notes in the Republic of Italy under (i) or (ii) above must be effected in accordance with all
Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, made by an
investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in
accordance with the Consolidated Financial Act, the Issuers Regulation, the Intermediaries Regulation and the Italian
Legislative Decree No. 385 of September 1, 1993, as amended.
This Offering Memorandum, any other document relating to the Notes, and the information contained therein
are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules governing
offers of securities to the public pursuant to Article 100 of the Consolidated Financial Act and Article 34-ter of the
Issuers Regulation, are not to be distributed, for any reason, to any third party resident or located in the Republic of Italy.
IV

No person resident or located in the Republic of Italy other than the original recipients of this Offering Memorandum
may rely on it or its content.
Norway This Offering Memorandum has not been and will not be filed with or approved by the Norwegian
Financial Supervisory Authority, the Oslo Stock Exchange or any other regulatory authority in Norway. The Notes have
not been offered or sold and may not be offered, sold or delivered, directly or indirectly, in Norway, unless in compliance
with Chapter 7 of the Norwegian Securities Trading Act 2007 and secondary regulations issued pursuant thereto, as
amended from time to time (the "Securities Trading Act"). Accordingly, this Offering Memorandum may not be made
available nor may the Notes otherwise be marketed and offered for sale in Norway other than in circumstances that are
deemed not to be a marketing of an offer to the public in Norway in accordance with the Securities Trading Act.
Singapore This Offering Memorandum has not been and will not be registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, and if the Company has not notified the initial purchasers on the
classification of the notes under and pursuant to Section 309(B)(1) of the Securities and Futures Act, Chapter 289
Singapore, this Offering Memorandum or any document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore
other than (i) to an institutional investor (as defined in the Securities and Futures Act, Chapter 289 of Singapore (the
"Securities and Futures Act")) pursuant to Section 274 of the Securities and Futures Act, (ii) to a relevant person (as
defined in Section 275(2) of the Securities and Futures Act) pursuant to Section 275(1) of the Securities and Futures Act,
or any person pursuant to Section 275(1A) of the Securities and Futures Act, and in accordance with the conditions
specified in Section 275 of the Securities and Futures Act or (iii) otherwise pursuant to, and in accordance with the
conditions of, any other applicable provision of the Securities and Futures Act.
Where the Securities are subscribed or purchased under Section 275 of the Securities and Futures Act by a
relevant person which is:
·
a corporation (which is not an accredited investor (as defined in the Securities and Futures Act)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more
individuals, each of whom is an accredited investor; or
·
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary of the trust is an individual who is an accredited investor,
securities or securities-based derivatives contracts (each as defined in Section 2(1) of the Securities and Futures
Act) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred
within six months after that corporation or that trust has acquired the Securities pursuant to an offer made under
Section 275 of the Securities and Futures Act except:
·
to an institutional investor or to a relevant person, or to any person arising from an offer referred to in
Section 275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;
·
where no consideration is or will be given for the transfer;
·
where the transfer is by operation of law;
·
as specified in Section 276(7) of the Securities and Futures Act; or
·
as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and
Securities-based Derivatives Contracts) Regulations 2018 of Singapore.
Any reference to the Securities and Futures Act is a reference to the Securities and Futures Act, Chapter 289 of
Singapore and a reference to any term as defined in the Securities and Futures Act or any provision in the Securities and
Futures Act is a reference to that term as modified or amended from time to time including by such of its subsidiary
legislation as may be applicable at the relevant time.
Singapore Securities and Futures Act Product Classification: solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the
Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are
"prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products)
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
V

Sweden This Offering Memorandum has not been and will not be registered with the Swedish Financial
Supervisory Authority (Sw. Finansinspektionen). Accordingly, this Offering Memorandum may not be made available,
nor may the Notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not
to be an offer to the public under the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med
finansiella instrument).
Switzerland The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
Switzerland and will not be listed on the SIX Swiss Exchange or any other exchange or regulated trading facility in
Switzerland. Neither this Offering Memorandum nor any other offering or marketing material relating to the Notes
constitutes (i) a prospectus as such term is understood pursuant to Article 652a or 1156 of the Swiss Code of Obligations
or (ii) a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any other regulated
trading facility in Switzerland, and neither this Offering Memorandum nor any other marketing material relating to the
Notes may be publicly distributed or otherwise made publicly available in Switzerland. In addition, this Offering
Memorandum nor any other offering or marketing material relating to the Notes may not comply with the Directive for
Notes of Foreign Borrowers of the Swiss Bankers Association. The Notes are being offered in Switzerland by way of
private placement, without any public advertisement and only to investors who do not purchase the Notes with the
intention to distribute them to the public. The investors will be individually approached directly from time to time. This
Offering Memorandum, as well as any other offering or marketing material relating to the Notes, is personal and
confidential and does not constitute an offer to any other person. This Offering Memorandum, as well as any other
offering or marketing material relating to the Notes, may only be used by those investors to whom it has been handed out
in connection with the Offering and may neither directly nor indirectly be distributed or made available to other persons
without the relevant issuer's express consent.
United Kingdom This Offering Memorandum is directed only at persons ("Relevant Persons") who (i) fall
within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended, (ii) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations
etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended or (iii) are persons
to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale of any Notes may otherwise lawfully be
communicated or caused to be communicated.
This Offering Memorandum must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this Offering Memorandum relates is available only to Relevant Persons and
will be engaged in only with Relevant Persons. Recipients of this Offering Memorandum are not permitted to transmit it
to any other person. The Notes are not being offered to the public in the United Kingdom.
THIS OFFERING MEMORANDUM CONTAINS IMPORTANT INFORMATION WHICH YOU
SHOULD READ BEFORE YOU MAKE ANY DECISION WITH RESPECT TO AN INVESTMENT IN THE
NOTES.
Professional Investors and ECPs Only Target Market
Solely for the purposes of the product approval process of the manufacturers, the target market assessment in
respect of the Notes described in this Offering Memorandum has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of the Insurance Mediation Directive, where that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Consequently no key information document required by the PRIIPs Regulation for offering or selling the Notes described
in this Offering Memorandum or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPS Regulation.
VI

Forward-looking statements
This Offering Memorandum includes statements that are, or may be deemed to be, "forward-looking
statements," within the meaning of the securities laws of certain jurisdictions, including statements under the headings
"Presentation of industry and market data," "Summary," "Risk factors," "Management's discussion and analysis of
financial condition and results of operations," "Our business" and other sections and in the quarterly and annual
financial statements incorporated by reference into the Offering Memorandum. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms "anticipate," "expect," "suggests," "plan,"
"believe," "intend," "estimates," "targets," "projects," "should," "could," "would," "may," "will," "forecast," and other
similar expressions or, in each case, their negative or other variations or comparable terminology. These forward-looking
statements include matters that are not historical facts. They appear in a number of places throughout this Offering
Memorandum and include statements regarding our intentions, beliefs or current expectations concerning, among other
things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we
operate.
We caution you that forward-looking statements are not guarantees of future performance and that our actual
results of operations, financial condition and liquidity, and the development of the industry in which we operate may
differ materially from those made, described in or suggested by the forward-looking statements contained in this Offering
Memorandum. In addition, even if our results of operations, financial condition and liquidity, and the development of the
industry in which we operate are consistent with the forward-looking statements contained in this Offering
Memorandum, those results or developments may not be indicative of results or developments in subsequent periods.
Any forward-looking statements that we make in this Offering Memorandum speak only as of the date of such
statement, and we undertake no obligation and do not intend to update such statements. Comparisons of results for
current and any prior periods are not intended to express any future trends or indications of future performance, unless
expressed as such, and should only be viewed as historical data.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future and may not be within our control. We believe that
these risks and uncertainties include, but are not limited to, those described in the "Risk factors" section of this Offering
Memorandum, including:
·
the level of oil and gas prices and market expectations of these;
·
changes in general economic, market and business conditions in North America, Western Europe and
worldwide;
·
our ability to find, acquire, develop and produce oil and gas reserves that are economically recoverable;
·
drilling, exploration, development and production risks and hazards, including, but not limited to, risks of
delays in drilling and additional costs as a result of historically extreme weather;
·
the competitiveness of our industry;
·
changes in tax regulations for the petroleum industry;
·
the concentration of our production in a small number of fields on the Norwegian Continental Shelf (the
"NCS");
·
our ability to successfully integrate and realize the benefits of acquisitions;
·
unexpected shutdowns of the Alvheim FPSO, Skarv FPSO or other installations;
·
material variations in our NGL (as defined herein) and gas production levels relative to our initial estimates;
·
significant uncertainty as to the success of exploration, appraisal and development drilling and related
activities;
·
the success of our capital expenditure programs and our ability to secure financing for our capital
expenditure programs and other expenditures;
·
fluctuations in the supply and demand for oil, NGLs and gas;
VII