www.lundin-energy.com Open in urlscan Pro
2606:4700:10::6816:113  Public Scan

Form analysis
0 forms found in the DOM

Text Content

 * 

Denna sida finns tillgänglig på svenska




ON 30 JUNE 2022, THE COMBINATION OF LUNDIN ENERGY’S E&P BUSINESS WITH AKER BP TO
CREATE THE LEADING EUROPEAN INDEPENDENT E&P COMPANY WAS COMPLETED

As part of the Combination, a standalone renewables business was created, Orrön
Energy, containing Lundin Energy’s renewables assets and uniquely positioned for
growth. Orrön Energy is the new renewables business within the Lundin Group of
Companies, with retained board and management from Lundin Energy which has
significant experience of creating long-term shareholder value.

Below you find more information around the combination, together with key dates
and frequently asked questions around the share conversion.

Visit Orrön Energy for more information around the renewables business and
historical data and financial reports from Lundin Energy.

www.orron.com

Visit Aker BP (ticker: “AKRBP.OL”) for more information around the leading E&P
business and questions around share conversion.

www.akerbp.com


FREQUENTLY ASKED QUESTIONS (FAQ)



What are the details of the transaction and what happens to my shareholding in
Lundin Energy?

As announced on 21 December 2021, Lundin Energy and Aker BP have entered into an
agreement on a combination (the “Combination”) to create the leading European
independent E&P company (the “Combined Company”) with a world class asset base,
industry leading low operating costs and low carbon emissions with increased and
sustainable dividends.
As consideration for the Combination, shareholders of Lundin Energy registered
on 27 June 2022 are entitled to:

 * Cash totaling USD 2.22 billion (SEK 78.78 per share after conversion from
   USD).
 * 271,910,019 Aker BP shares (0.950980 Aker BP shares, represented by Swedish
   Depository Receipts (“SDRs”), for each share in Lundin Energy).
 * Retain their existing shareholding in Lundin Energy (subsequently changed
   name to Orrön Energy AB) and its renewable energy business.

22 June 2022 was the last day of trading in Lundin Energy’s shares on Nasdaq
Stockholm with the right to receive the Lex Asea dividend, representing one
share in Lundin Energy MergerCo AB (publ). The record date for the Lex Asea
dividend was on 27 June 2022, i.e. only those who were entered as shareholders
in the share register kept by Euroclear Sweden on 27 June 2022 are entitled to
receive the Lex Asea dividend.

For more information on the Combined Company, please visit www.akerbp.com.

For more information around the renewables business Orrön Energy, please visit
www.orron.com.

What is a SDR?

For each Lundin Energy share held on the relevant record date (see answer to
question 1), you will receive USD 7.76 (after conversion into SEK as set out in
the answer to question 1 above) and 0.950980 Aker BP shares, initially
represented by Swedish Depository Receipts (“SDR”).

Each SDR represents an ownership interest in one ordinary share in Aker BP, that
is deposited with Skandinaviska Enskilda Banken AB (publ) (“SEB”) pursuant to a
custodian agreement between Aker BP and SEB (the “Custodian Agreement”).

The SDRs will be issued and registered in the book-entry system administered by
Euroclear Sweden. The SDRs will be denominated in Swedish krona (SEK).

A SDR holder may either hold the SDRs directly in a VPC account1 (Sw. VP-konto)
in its own name with Euroclear Sweden or indirectly through a broker or other
financial institution. If SDRs are held by an owner directly, then the SDR
holder, by having a SDR registered in their own name in a VPC account with
Euroclear Sweden, has the rights of a SDR holder. If a SDR holder holds its SDRs
in a custody account with a broker or financial institution nominee, that holder
must rely on the procedures of the broker or financial institution to assert the
rights of a SDR holder. SDR holders should consult with their broker or
financial institution nominee to find out what those procedures are. The SDR
holders may not have equivalent shareholder rights as a shareholder in Aker BP
that holds ordinary shares directly. The SDR holders’ rights will derive from
the SDR General Terms and Conditions and not from law applicable to the shares
in Aker BP.

The SDRs will not be admitted to trading on any trading venue or regulated
market in Norway, Sweden or elsewhere.

For more information on the terms and conditions applicable to the SDRs, please
refer to prospectus exemption document announced by Aker BP on 9 March 2022.

For information on how holders of SDRs can request a conversion of the SDRs into
ordinary shares in Aker BP, please refer to the answers to questions 4 and 5
below.

1VPC Account: a specific type of securities account administered by your bank
for safe-keeping of securities.

Why am I receiving SDRs rather than just Aker BP shares?

The shares in Lundin Energy MergerCo AB (publ) that you will receive (see
question 1 above) are Swedish instruments registered through Euroclear Sweden
and the shares in Aker BP are Norwegian instruments registered in VPS (Norwegian
Central Securities Depository (No. Verdipapirsentralen ASA)). Due to a Euroclear
Sweden policy, shares in foreign companies must be delivered in the form of SDRs
. Accordingly, it is not possible to directly exchange the shares in Lundin
Energy MergerCo AB (publ) for Aker BP shares, and as a result you will instead
receive SDRs, representing the underlying Aker BP shares that you are entitled
to receive as part of the merger consideration. Once the SDRs have been
received, you can request to convert these to Aker BP shares.

For information on how holders of SDRs can request a conversion of the SDRs into
ordinary shares in Aker BP, please refer to the answers to questions 4 and 5
below.

Is it possible to convert my SDRs into ordinary shares in Aker BP?

Yes, SDRs can be converted into Aker BP shares at the request of the SDR
holders. As set out in the answer to question 2 above, if you do not convert
SDRs into Aker BP shares, you may not have equivalent shareholder rights as a
shareholder in Aker BP that holds ordinary shares directly. If the SDRs are not
converted the underlying shares in Aker BP will eventually (around July 2023) be
sold and the SDRs will be redeemed and the holder of the SDRs will be
compensated in cash.

Conversion will be free of charge for 30 calendar days from the time the
delivery of the SDRs has taken place, which means that application must be
received by SEB no later than 10 August 2022 – provided that the Combination is
implemented on 30 June in accordance with the previously communicated
preliminary timetable. Thereafter, a conversion fee of up to SEK 2,500 (based on
Euroclear Sweden’s price list for 2022) will be charged for each conversion by
SEB and Euroclear Sweden.

The first day of delivery of Aker BP shares will be 13 July 2022, provided that
the request for conversion and the SDRs are delivered to SEB by 15:00 CEST on 11
July 2022.

How do I convert my SDRs into ordinary shares in Aker BP?

A letter will be sent out separately to all SDR holders with instructions on how
to convert SDRs to ordinary shares in Aker BP. To be able to convert SDRs to
shares in Aker BP, the SDR holder must have a custody account, an investment
savings account or an endowment insurance (banks, stockbrokers and online
brokers offer these types of accounts) in Euroclear Sweden. If the SDR holder
does not have one of these account types in Euroclear Sweden, he or she may need
to open such account(s) and transfer the SDRs into the custody account,
investment savings account or endowment insurance before a conversion to shares
in Aker BP can be made.

 * If you own shares in Lundin Energy directly on a VPC account, you need to:
   
 * If you own shares in Lundin Energy on a custody account with a broker or
   other financial institution, you shall apply for a conversion of the SDRs
   into shares in Aker BP in accordance with instructions from their respective
   broker or other financial institution (as applicable).
 * If you are a Norwegian shareholder of Lundin Energy, you are pursuant to
   Norwegian law not permitted to hold SDRs and will therefore not have SDRs
   allocated to your account. Instead, you must request conversion of your SDRs
   and submit a VPS account to be able to convert SDRs into shares in Aker BP.
   * Any such Norwegian shareholders of Lundin Energy who own their shares in
     Lundin Energy via a nominee must contact and follow the instructions from
     their bank or nominee.
   * Any such Norwegian shareholders of Lundin Energy who own their shares in
     Lundin Energy directly on a VPC account must contact and follow the
     instructions from SEB. SEB can be contacted at +46 8 63 92 750.

VPS accounts can be established with authorised VPS registrars, who can be
Norwegian banks, authorised securities brokers in Norway and Norwegian branches
of credit institutions established within the EEA (European Economic Area).
Establishment of a VPS account requires verification of identity to the VPS
registrar in accordance with the Anti-Money Laundering Legislation.

Non-Norwegian investors may use nominee VPS accounts registered in the name of a
nominee. The nominee must be authorized by the Financial Supervisory Authority
of Norway.

What are the key dates for completion of the Combination and the delivery of the
consideration?

Key dates for the completion of the Combination and the delivery of the
consideration are set out below.

 * 22 June 2022 – Last day of trading Lundin Energy’s shares on Nasdaq Stockholm
   with right to receive Lex Asea dividend and the merger consideration from
   Aker BP
 * 23 June 2022 – First day of trading Lundin Energy’s shares on Nasdaq
   Stockholm without the right to receive Lex Asea dividend and the merger
   consideration from Aker BP
 * 27 June 2022 – Record date for the right to receive Lex Asea dividend and the
   merger consideration from Aker BP
 * 29 June 2022 – Distribution date for Lex Asea dividend. The Lex Asea shares
   cannot be transferred and will automatically be transferred to Aker BP after
   the completion of the Combination
 * 30 June 2022 – Completion of the Combination
 * 11 July 2022 (15:00 CEST) – Deadline for requesting conversion of SDRs to
   receive Aker BP shares on 13 July 2022
 * 12 July 2022 – Date of delivery of the merger consideration (cash and SDRs)
 * 13 July 2022 – Date of delivery of shares in Aker BP to holders of SDRs that
   have requested conversion of SDRs by 15:00 CEST on 11 July 2022
 * 19 July 2022 – Date of delivery of cash for excess fractions of merger
   consideration shares
 * 10 August 2022 – Deadline for requesting free conversion of SDRs to Aker BP
   shares
 * July 2023 – Deadline for requesting conversion of SDRs to Aker BP shares
   before closing down the SDR program with sale of underlying Aker BP shares
   and compensation in cash. Aker BP will communicate further information in
   well advance of the closing down of the SDR program

Where will the new shares in Aker BP and my remaining shares in Lundin Energy be
listed?

The shares in Aker BP are listed on the Oslo Stock Exchange. The shares in
Lundin Energy will continue to be listed on Nasdaq Stockholm (under the new
company name Orrön Energy AB (ticker:”ORRON.ST”).

The SDRs will not be listed on any stock exchange. However, SDRs can be
converted into shares in Aker BP in accordance with the instructions set out in
the answers to questions 3 and 4 above.

If the SDR holder does not request a conversion of its SDRs into shares, the SDR
holder risk owning SDRs that cannot be traded on any stock exchange or other
trading venue.

When will I receive dividends from the combined (Aker BP) group going forward?

For information on Aker BP’s dividend policy and a timetable for future
dividends, please refer to Aker BP’s website
(https://akerbp.com/en/investor/#dividends).

Will any tax be levied on the merger consideration?

The Swedish Tax Authority has concluded that the consideration to be paid in
cash is defined as a dividend under the Swedish withholding tax act. As such,
the cash consideration of the Combination, should according to the Swedish Tax
Authority, be treated like a normal company dividend. Shareholders who are
unsure of their tax status, should seek tax advice as to any impact this
decision will have on the receipt of the cash of the consideration.

For more information about tax treatment, please refer to the section “4.16
Taxation” in the prospectus exemption document announced by Aker BP on 9 March
2022.

What is the allocation of acquisition cost between shares in Orrön Energy AB
(publ) and Lundin Energy MergerCo AB (publ)?

The Swedish Tax Agency has issued general advice regarding the allocation of the
acquisition cost and has determined that 1.8 percent of the acquisition cost
shall be allocated to Orrön Energy AB (publ) shares and 98.2 percent of the
shares shall be allocated to Lundin Energy MergerCo AB (publ) shares. The
general advice applies as of the fiscal year 2022.

The Swedish Tax Agency’s general advice SKV A 2022:23 and notice SKV M 2022:17
are available (in Swedish) on the Swedish Tax Agency’s website
www.skatteverket.se.

Is the share distribution in accordance with the Lex Asea rules?

The Swedish Tax Authority has in a letter reply considered that the requirements
for treating the share distribution in accordance with the so-called Lex Asea
rules have been met. The share distribution shall in such case not be taxed in
Sweden and the acquisition cost for shares in Orrön Energy shall instead be
divided between Orrön Energy AB (publ) shares and Lundin Energy MergerCo AB
(publ) shares, see previous question for more details.






DOCUMENTS



Information about the combination proposal

Lundin Energy will trade ex-dividend on 23 June in relation to the transaction
with Aker BP
22.06.2022, 176 KB

Aker BP Press release – Update on merger with Lundin Energy
08.06.2022, 147 KB

Receipt of all necessary governmental approvals for the Combination between
Lundin Energy’s E&P business and Aker BP
02.05.2022, 181 KB

Notification Swedish withholding tax
18.03.2022, 180 KB

Aker BP Exemption Document
09.03.2022, 1.8 MB

Publication of Exemption Document in relation to the proposed Combination with
Aker BP
09.03.2022, 184 KB

Merger plan for the combination with AkerBP signed and filed for registration
15.02.2022, 216 KB

Creating the leading E&P company of the future Combining AkerBP and Lundin
Energy (regulatory)
21.12.2021, 254 KB

Aker BP and Lundin Energy combine their oil and gas businesses
21.12.2021, 290 KB



Merger plan documents

AkerBP merger plan
15.02.2022, 330 KB

AkerBP merger - Appendix 5 - AkerBP Annual Accounts 2020
15.02.2022, 3.49 MB

AkerBP merger - Appendix 1 - Articles of Association
15.02.2022, 427 KB

AkerBP merger - Appendix 6 - AkerBP Interim Report Jan – June 2021
15.02.2022, 800 KB

AkerBP merger - Appendix 2 - Assets and Liabilities
15.02.2022, 220 KB

AkerBP merger - Appendix 7 - Lundin Energy MergerCo Board Report
15.02.2022, 200 KB

AkerBP merger - Appendix 2.1 - Balance Sheet
15.02.2022, 205 KB

AkerBP merger - Appendix 8 - Aker BP Board Report
15.02.2022, 200 KB

AkerBP merger - Appendix 2.2 - Lundin Energy AB Q4 Report
15.02.2022, 300 KB

AkerBP merger - Appendix 9 - Statement by EY
15.02.2022, 5.67 MB

AkerBP merger - Appendix 3 - AkerBP Annual Accounts 2018
15.02.2022, 6.21 MB

AkerBP merger - Appendix 10 - Statement by KPMG
15.02.2022, 205 KB

AkerBP merger - Appendix 4 - AkerBP Annual Accounts 2019
15.02.2022, 3.34 MB



Regulatory matters
These materials do not constitute an offer of securities for sale or a
solicitation of an offer to purchase the securities described in such materials
in the United States. In particular, any securities referred to in these
materials have not been and will not be registered under the U.S. Securities Act
of 1933 (the “Securities Act”), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, in or into the United States except pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. There
will be no public offering of securities in the United States.

Scroll to top


This site uses cookies. You can give or withdraw your consent globally or
manage your cookies preferences at any time by clicking on the following
buttons.

I accept all cookiesI refuse all cookiesManage cookies


COOKIE AND PRIVACY SETTINGS





How we use cookies
Essential Website Cookies
Google Analytics Cookies
Other external services
Privacy Policy
How we use cookies

We may request cookies to be set on your device. We use cookies to let us know
when you visit our websites, how you interact with us, to enrich your user
experience, and to customize your relationship with our website.

Click on the different category headings to find out more. You can also change
some of your preferences. Note that blocking some types of cookies may impact
your experience on our websites and the services we are able to offer.

Essential Website Cookies

These cookies are strictly necessary to provide you with services available
through our website and to use some of its features.

Because these cookies are strictly necessary to deliver the website, you cannot
refuse them without impacting how our site functions. You can block or delete
them by changing your browser settings and force blocking all cookies on this
website.

Google Analytics Cookies

These cookies collect information that is used either in aggregate form to help
us understand how our website is being used or how effective our marketing
campaigns are, or to help us customize our website and application for you in
order to enhance your experience.

If you do not want that we track your visist to our site you can disable
tracking in your browser here:

Click to enable/disable Google Analytics tracking.



Other external services

We also use different external services like Google Webfonts, Google Maps and
external Video providers. Since these providers may collect personal data like
your IP address we allow you to block them here. Please be aware that this might
heavily reduce the functionality and appearance of our site. Changes will take
effect once you reload the page.

Google Webfont Settings:


Click to enable/disable Google Webfonts.



Google Map Settings:


Click to enable/disable Google Maps.



Vimeo and Youtube video embeds:


Click to enable/disable video embeds.



Privacy Policy

You can read about our cookies and privacy settings in detail on our Global
Privacy Notice and Cookie Policy pages.

Private: Global Privacy Notice & Cookie Policy

Accept settingsHide notification only
Check to enable permanent hiding of message bar and refuse all cookies if you do
not opt in. We need 2 cookies to store this setting. Otherwise you will be
prompted again when opening a new browser window or new a tab.
Click to enable/disable essential site cookies.


[ Placeholder content for popup link ] WordPress Download Manager - Best
Download Management Plugin

Close