Reference is made to the stock exchange announcement from ABL Group ASA (the “Company”) on 11 July 2022 regarding the acquisition of Add Energy.
The share capital increase (as further detailed in the 11 July 2022 announcement) is now registered.
These shares will be subject to a lock-up of 2 months from Transfer Effective Date, which was July 13, 2022.
Following registration of the share capital increase, the Company has an issued share capital of NOK 9,950,486.20, divided on 99,504,862 shares, each with a par value of NOK 0.10.
Dean Zuzic has today submitted his notice of resignation as CFO in ABL Group ASA to take on a new role outside the group. Zuzic will continue in his current role during his notice period, or until a successor is in place.
“It has been a privilege to be part of the ABL team through a period of significant growth and improvements. The company is well positioned for future growth and success”, says Dean Zuzic, CFO of ABL Group ASA.
Dean has been instrumental to the successful integration with LOC Group and has helped realise substantial synergies and growth potential during his time with ABL Group. The company wishes him all the best with his future endeavours.
The process for appointing a new CFO is already underway.
ABL Group ASA (formerly AqualisBraemar LOC ASA) has entered into an agreement to acquire 100 percent of the shares in energy and engineering consultancy Add Energy. The acquisition broadens ABL Group’s service offering, enhances recurring revenue services in the opex phase and gains entry into digital optimisation, carbon storage and energy efficiency services that are crucial to the energy transition.
“ABL Group has traditionally been more exposed to the capex-driven field development part of offshore energy industries. We are through this acquisition gaining additional exposure to the opex-driven side of offshore energy industries, including decarbonisation and life extension work. This reflects our commitment to transitioning all areas of energy and oceans to net-zero, including oil & gas. Put simply, ABL Group’s total addressable market has suddenly become a lot bigger.”
Reuben Segal, CEO of ABL Group
The acquisition also reinforces ABL Group’s value commitment to technical and service excellence, by adding 140 skilled consultants to the group’s global team. It will allow ABL Group to expand its service offering in asset integrity management and OPEX services within both offshore renewables and oil and gas. Add Energy also brings numerous fully developed software solutions that can be applied to several parts of ABL Group, including our businesses working in the renewables and maritime industries.
About Add Energy
Add Energy offers solutions and specialized consultancy services to the energy industry. The company’s solutions are supported by a unique toolbox of proprietary software and analytical tools, developed in partnership with industry and academia.
The company’s two major business lines are asset integrity management, which is provided across a wide range of industries, and well engineering, management, control and servicing to assure safety, regulatory compliance and efficiency in operators’ drilling, production and decommissioning projects in the oil and gas industry. The company also offers safety and risk management consulting.
“Our objective is to capitalise on Add Energy’s world-leading subsurface competence and apply it to new segments such as CO2 storage, while building on its impressive position on how to make well operations safer and with reduced environmental footprint. Further, ABL Group’s extensive footprint in renewable energy technologies brings huge potential for Add Energy to accelerate its growing energy transition offering. We also want to employ their specialist asset integrity management competence across numerous sectors with a view to increasing ABL Group’s footprint within the opex-driven operations and maintenance part of asset management.”
Dr R.V. Ahilan, Chief Energy Transition Officer at ABL Group
Add Energy is headquartered in Stavanger, Norway, but its main operating hubs are in Perth, Western Australia; Aberdeen, UK; Houston, USA; and Calgary, Canada.
In 2021, Add Energy delivered revenues of NOK 209 million. The company has a healthy order backlog of approximately NOK 190 million.
Add Energy – Key financials (NOK million)
Year
2017
2018
2019
2020
2021*
Revenue
312
343
304
291
209
EBITDA (adj)
24
11
13
19
-9
*Preliminary accounts
“It is fair to say that Add Energy recently has underperformed financially. However, we share a large amount of common clients, and we know that there are great value creation opportunities in translating their regional based business to our extensive global office network. ABL Group has a proven track record of scaling up consultancy businesses, to the benefit of clients, and we will apply this successful blueprint to Add Energy too.”
Dr R.V. Ahilan, Chief Energy Transition Officer at ABL Group
Add Energy’s management team will report to Dr Ahilan, ABL Group’s chief energy transition officer and member of ABL Group’s executive management team.
The Transaction
ABL Group has entered into an agreement to acquire 100 percent of the shares in Add Energy. The share purchase will be settled through a minor cash consideration to Add Energy’s shareholders. ABL Group has also entered into an agreement to acquire substantially all interest-bearing debt in Add Energy through a consideration of NOK 20 million in ABL Group ASA shares that will be issued to Add Energy’s main lender. These shares will be subject to a lock-up of 2 months from issuance.
The new shares will be issued by the board pursuant to the authorization granted by the annual general meeting on 1 June 2022 that enables the company to issue shares as complete or partial settlement for or financing of mergers or in connection with acquisition of companies, businesses or assets. The share issue will require a deviation from shareholders’ pre-emption rights, in line with the authorization granted by the general meeting.
The subscription price per new share has been set to NOK 12.64, based on the 15-day value-weighted average price of ABL Group ASA shares as of 8 July 2022. Following completion of the share issue and relevant registrations, the share capital of ABL Group will be NOK 9,950,486.20, divided on 99,504,862 shares.
The transaction is expected to close within the next few days.
“Bringing Add Energy’s competence into ABL Group will enable us to further improve Add Energy’s operational performance. It will enable Add Energy’s team to capitalise on ABL Group’s systems, competence and client relationships, while we add a couple of strings to ABL Group’s bow. Together, we aim to provide a highly differentiated offering to our clients.”
Reference is made to the stock exchange announcement from ABL Group ASA (the “Company”) on 1 July 2022 regarding exercise of warrants.
The share capital increase as a result of the exercise of warrants has now been registered in the Norwegian Register of Business Enterprises, and the Company’s share capital has been increased with NOK 100,000.
Following registration of the share capital increase, the Company has an issued share capital of NOK 9,792,258.30 divided on 97,922,583 shares each with a par value of NOK 0.10.
Shares issued on the basis of the warrants will be subject to a lock-up period of 6 months from the date of issue. After the expiry of such period, there shall be no restriction on the transferability of such shares.
As part of the consideration under the agreement from 2020 where the Company acquired 100 percent of the shares in LOC Group, the Company issued warrants at its Extraordinary General Meeting held 14 December 2020, giving certain funds managed by Bridgepoint Advisers II Limited the right to subscribe for new shares in the Company, subject to certain exercise conditions. In line with the exercise conditions, Bridgepoint has exercised 1 million warrants, so that the remaining amount of warrants is 1 million. The 1 million new shares subscribed for at a subscription price of NOK 0.10 per share, will be submitted for registration in the Norwegian Register of Business Enterprises as soon as possible.
Reference is made to the announcement on 8 June 2022 by AqualisBraemar LOC ASA regarding registered change of the company’s name from AqualisBraemar LOC ASA to ABL Group ASA.
In connection with the change of name, the company has also changed its ticker symbol from “AQUA” to “ABL”.
Reference is made to the announcement on 1 June 2022 by AqualisBraemar LOC ASA regarding approval by the annual general meeting in the company to, inter alia, change the company’s name from AqualisBraemar LOC ASA to ABL Group ASA.
The new name is now registered with the Norwegian Register of Business Enterprises.
The shares in AqualisBraemar LOC ASA will be traded ex-dividend NOK 0.30 as of today, 2 June 2022. This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Reference is made to the stock exchange notice dated 18 May 2022 regarding ABL Group’s sale of its loss adjusting business. The transaction has now been completed.
ABL Group’s marine casualty management services and other services towards the global insurance market are not affected by the transaction.
The Annual General Meeting in AqualisBraemar LOC ASA, held 1 June 2022 at 11 am, approved the board proposal of distributing a dividend of NOK 0.30 per. share. The shares in AqualisBraemar LOC ASA will be traded without the right to receive dividend as from 2 June 2022 (ex-date). The dividend will be distributed to the shareholders on or about 17 June 2022.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
