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ABL Group ASA: Transactions made under share buyback program

Oslo, 26 March 2024 – ABL Group ASA (“ABL Group” or the “Company”) (OSE: ABL) initiated a share buyback program on 20 March 2024 to repurchase up to 250,000 of the Company’s common shares in open market transactions on the OSE until the date the maximum number of shares have been repurchased. If the buyback is not completed before the 2024 Annual General Meeting (expected on or about 29 May 2024), the buyback shall be temporarily paused and may later continue, subject to the Board’s renewed approval, in accordance with a new authorization to repurchase shares expected to be granted to the Board of Directors by the 2024 Annual General Meeting.

For the period from and including 20 March through 22 March 2024, ABL Group purchased a total of 27,400 shares at an average price of NOK 12.18 per share. The transactions effected through the agreement with Arctic comprise all the transactions effected by or on behalf of ABL Group during the period.

Transaction overview:

DateAggregated daily volume (# of shares)Weighted average price (NOK)Total daily transaction value (NOK)
20.03.202410 90012.30134 084
21.03.20246 00012.2473 410
22.03.202410 50012.02126 250
Period total27 40012.18333 744
Total earlier announced buy-back under the program000
Program total27 40012.18333 744

The issuer’s holding of own shares: 27,400
Following the completion of the above transactions, ABL Group owned a total of 27,400 of its own shares, corresponding to 0.02% of ABL Group’s share capital.

Appendix:
An overview of all transactions made under the Company’s buyback program and its agreement with Arctic Securities that have been carried out during the above-mentioned time period is attached to this report and available at www.newsweb.no.

ABL Group ASA: Initiation of share buyback program

ABL Group ASA (or the “Company”, ticker: “ABL”) has decided to initiate a share buyback program of up to 250,000 of its own shares, representing approximately 0.2% of the outstanding share capital in the Company.

The buyback program will be conducted in accordance with the authorization granted to the Board of Directors at the Annual General Meeting on 31 May 2023.

Under the share buyback program, shares may be acquired for a total maximum amount of NOK 5,000,000 and for a maximum of 250,000 shares.

The number of shares acquired per day shall not exceed 25% of the average daily trading volume in the 20 trading days preceding the relevant purchase date.

The repurchase will be conducted in the period from 20 March 2024 until the date the maximum number of shares have been repurchased. If the repurchase is not completed before the 2024 Annual General Meeting (expected on or about 29 May 2024), the repurchase shall be temporarily paused and may later continue, subject to the Board’s renewed approval, in accordance with a new authorization to repurchase shares expected to be granted to the Board of Directors by the 2024 Annual General Meeting. This means that repurchase of shares may be continued after the date of the 2024 Annual General Meeting, until the earlier of the date the maximum number of shares have been acquired and 30 June 2024.

The purpose of the share buyback program is to meet near term contractual obligations on past M&A transactions and to fulfil obligations in connection with employee share programs. Any shares purchased will be held in treasury until used for the above purposes.

The buyback program will be managed by Arctic Securities AS, which will make its trading decisions in relation to the acquisition of shares independently of, and uninfluenced by, the Company.

The transactions will be conducted in accordance with the Market Abuse Regulation (EU) No 596/2014, Commission Delegated Regulation (EU) 2016/1052 and Euronext Oslo Børs’ Guidelines for buyback programs and stabilization dated February 2021.

ABL Group ASA: Q4 2023 financial results

HIGHLIGHTS Q4 2023

  • Revenues of USD 67.7 million (Q4 22: USD 42.8 million)
  • Operating profit of USD 3.9 million (Q4 22: USD 2.5 million)
  • Adjusted EBIT of USD 5.0 million (Q4 22: USD 3.5 million)
  • Net cash of USD 17.2 million (Q3 23: USD 14.9 million)
  • Proposing semi-annual dividend of NOK 0.4 per share in H1 2024

HIGHLIGHTS FULL YEAR 2023

  • Revenue of USD 251.2 million (2022: USD 167.9 million)
  • Operating profit of USD 16.5 million (2022: USD 12.5 million)
  • Adjusted EBIT of USD 20.8 million (2022: USD 15.3 million)
  • Total dividend of NOK 0.7 per share paid during 2023
  • Completed acquisition of AGR and DWP

Reuben Segal, CEO of ABL Group ASA (“ABL Group” or the “Company”), commented:

“Ending the year with record high operational cash flows, 2023 represents another step change in the development of ABL Group. The acquisition of AGR accounted for a large element of our annual growth of 50%, but we also demonstrated organic growth in all existing parts of the business, led by in renewables consultancy OWC.  We continue our investment in OWC, despite lower utilisation in the quarter, as this is a longer-term play on building a leading renewables consultancy capability.

Our outlook for ABL Group for 2024 is upbeat. A larger share of global oil & gas expenditure is expected to go into offshore execution, where ABL Group’s core capacity lies. The offshore wind industry sentiment is improving ahead of what will be the busiest year of auctions ever in the sector. Finally, activity in the maritime sector remains high and stable, providing a robust base for our more cyclical operations.”

A presentation of the quarterly results will be held today at 08:30 CET at SpareBank 1 Markets’ office at Olav Vs gate 5, 0161 Oslo. The event will be webcast live and available for replay shortly after. To watch the webcast, please visit our Reports and Presentations page.

The quarterly report and a corresponding slide presentation are available on www.newsweb.no and on our Reports and Presentations page.

ABL Group ASA: Invitation to presentation of Q4 2023 results

ABL Group ASA (“ABL Group”) will release its fourth-quarter results on Thursday, 22 February 2024, at approximately 06:00 Central European Time (CET).

A presentation of the quarterly results will be held the same day at 08:30 CET at SpareBank 1 Markets’ office at Olav Vs gate 5, 0161 Oslo. The event will be webcast live and available for replay shortly after.

The webcast can be viewed on our Reports and Presentations page or directly here.

If you would like to attend the event in person, please notify SpareBank 1 Markets at corporateaccess@sb1markets.no.

The earnings release concerning the quarterly results and a corresponding slide presentation will be posted on www.newsweb.no and on our Reports and Presentations page.

Shell target asset management efficiencies across new projects using Effio

“The EffioTM tool has helped accelerate the computerised maintenance management system (CMMS) build by as much as 50% compared to a conventional project. This is done by introducing a novel solution that eliminates many MS Excel heavy activities common in CMMS projects, spanning data preparation, field population, quality checks and complex transmittal package management,” says Stuart Murray, head of technical at ABL’s asset and integrity management team.

As part of ABL’s scope of work with Shell, EffioTM has been deployed on LNG Canada and one of Shell’s Canada-based shale gas projects, ahead of further global deployment across new projects.

EffioTM is a cloud-based master data build, ETL (extract, transform and load) and optimisation software with a proven capability of achieving significant time and cost efficiencies for projects. This software was developed by ABL’s in house software team and is used on all internal new projects for data enhancement, build and optimisation of maintenance, materials and resources load levelling/grouping. EffioTM provides a one-stop solution for controlled, efficient, consistent and connected deployment of an asset management strategy.

ABL – part of Oslo-listed ABL Group ASA – is a marine and engineering consultancy working in renewables, oil and gas and maritime industries. The company’s asset management software is qualified to both the international ISO standard as well as the Norwegian NORSOK offshore standard.

EffioTM captures the learning from projects as rules and governance, enhancing each project delivery by enabling it to run QA checks on data sets before bulk loading into an Enterprise Resource Planning (ERP) system or a CMMS. This allows the automation of some activities within a maintenance build.

The software has been successfully piloted by Shell’s global Technical Asset Operations team in managing Canadian asset projects where standard operate-phased Master Data Management tools are not yet in place.

“Our goal is focusing on getting data right the first time and building trust in the business through applying established industry and data standards such as ISO standard, CFIHOS, etc. We are looking forward to continuing our support as EffioTM adoption expands” adds Stuart Murray.

The EffioTM software has been used successfully on multiple upstream oil and gas projects and clients, including supermajors, international oil companies and FPSO operators, plus for projects in the downstream processing and renewable energy industries. It can be applied to any industry and a large distillery in the UK has recently started using it.

EffioTM is also used by clients to migrate systems for example to move from SAP to SAP S/4HANA and when merging acquired assets into the organisation.

ABL’s asset integrity management teams in Aberdeen and London, UK, are managing the project from the supplier side. The company has not disclosed the value of the contract.

ABL Group ASA – Exercise of warrants, new share capital registered

Reference is made to the stock exchange announcement from ABL Group ASA (the “Company”) on 22 January 2024 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 12,847,786.70 divided on 128,477,867 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.

ABL Group ASA – Exercise of warrants

As part of the consideration under the agreement from 2020 where ABL Group ASA (the “Company”) acquired 100 percent of the shares in LOC Group, the Company issued warrants at its Extraordinary General Meeting held on 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 its last 1 million warrants, so that the remaining number of warrants is zero. 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.

ABL Group ASA: Share capital increase registered

Oslo, Norway, 15 January 2024: Reference is made to the stock exchange release
by ABL Group (“ABL Group” or the “Company”) published on 8 January 2024
regarding a share capital increase following the exercise of share options.

The issuance of 4,127,500 new shares has been registered with the Norwegian
Register of Business Enterprises. Following registration, the share capital of
ABL Group is NOK 12,747,786.70 divided into 127,477,867 shares, each share
having a par value of NOK 0.1.

ABL Group ASA: Sale and purchase of shares under share incentive plan

Oslo, Norway, 8 January 2024: Reference is made to the stock exchange notice issued by ABL Group ASA (“ABL Group” or the “Company”) on 8 January 2024 regarding exercise of employee share options as part of the Company’s long-term incentive plan (“LTIP”).

Pursuant to the sales process conducted by a third party these primary insiders have sold the following number of shares:

  • RV Ahilan, Chief Energy Transition Officer, net sold 10,000 shares at a price of NOK 12.00 per share. Following the transaction, Ahilan will own 887,705 shares and 100,000 share options in the Company.

The following primary insiders have purchased shares:

  • Stuart Jackson, Chief Financial Officer, purchased 65,000 shares at a price of NOK 12.00 per share. Following the transaction, Jackson will own 65,000 shares in the Company.
  • Eiketangen AS, a related party of Synne Syrrist, board member of ABL Group, purchased 20,000 shares at a price of NOK 12.00 per share. Following the transaction, Syrrist and her close associates will own 20,000 shares in the Company.

Further details of the primary insider transactions pursuant to the market abuse regulation article 19 are attached.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

ABL Group ASA: Exercise of employee share options and share capital increase

Oslo, Norway, 8 January 2024: Reference is made to the stock exchange notice
issued by ABL Group ASA (“ABL Group” or the “Company”) on 14 December 2023
regarding vesting of employee share options as part of the Company’s long-term
incentive plan (“LTIP”).

Participants in ABL Group’s share option program have on 8 January 2024
exercised a total of 4,127,500 options distributed as follows:

  • 180,000 options issued as part of the LTIP 2019 program at an exercise price
    of NOK 3.09; and
  • 3,947,500 options issued as part of the LTIP 2020 program at an exercise price
    of NOK 5.26.

Each option gives a right to receive one share in the Company. For more
information on the LTIP and outstanding share options, please see the Company’s
Annual Report as well as the notice to the Annual General Meeting 2023.

Following the exercise, the Board of Directors, pursuant to authorisation
granted at the Company’s Annual General Meeting, has decided to increase the
Company’s share capital by NOK 412,750.00 by issuing 4,127,500 new shares, of
par value NOK 0.1. Subsequent to the transaction and the registration of the new
shares in the Norwegian Register of Business Enterprises, ABL Group’s share
capital will be NOK 12,747,786.70 divided into 127,477,867 shares, each share
having a par value of NOK 0.1 and carrying one vote in the Company’s general
meeting.

The following options are exercised by primary insiders:

  • 135,000 options are exercised by David Wells, board member. Following the
    transaction, Wells and his close associates will own 1,208,051 shares in the
    Company.
  • 135,000 options are exercised by Svein Staalen, General Counsel. Following the
    transaction, Staalen will own 337,864 shares in the Company.
  • 100,000 options are exercised by Will Cleverly, CEO of OWC. Following the
    transaction, Cleverly will own 278,931 shares in the Company.
  • 160,000 options are exercised by RV Ahilan, Chief Energy Transition Officer.
    Following the transaction, Ahilan will own 897,705 shares and 100,000 share
    options in the Company.

Ahilan and certain other option holders have transferred their rights to receive
shares resulting from the exercised options to a third party. Following a sale
of shares, these option holders will receive the net proceeds after deduction of
the exercise price and accrued tax. The sales amount will be finally determined
on the basis of the price subsequently obtained by the third party in the
market. The results of the sales process for Ahilan will be announced in a
separate stock exchange notice when known.

Primary insider notifications pursuant to the market abuse regulation article 19
are attached.

A total of 5,047,500 vested options were not exercised and will be extended by 1
year. After the exercise, the following employee share options remain
outstanding:

  • 450,000 vested share options expiring 11 March 2025, with exercise price NOK
    3.09;
  • 4,597,500 vested share options expiring 14 September 2025, with exercise price
    NOK 5.26; and
  • 848,000 share options, vesting 11 July 2025 and expiring 11 April 2026, with
    exercise price NOK 12.03.