Reference is made to the stock exchange notice from ABL Group ASA (“ABL Group” or the “Company”) on 18 April 2023 regarding the completion of the Company’s acquisition of 100 percent of the shares in AGR AS and the issuance of 18,166,667 ordinary ABL Group shares to the seller as part of the consideration thereof (the “Consideration Shares”).
The share capital increase pertaining to the issuance of the Consideration Shares has today been registered with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret).
Following this, the Company’s registered share capital is NOK 12,293,652.90 divided on 122,936,529 shares each with a par value of NOK 0.10.
ABL Group ASA (“ABL Group”) has successfully completed the acquisition of 100 percent of the shares in multi-disciplinary engineering consultancy and software company AGR AS (“AGR”) from a subsidiary of Akastor ASA (“Akastor”). The acquisition bolsters ABL Group’s offering within well and reservoir consultancy, enhances the group’s position supporting operators’ digitalisation and decarbonisation plans, and expands its opex-driven offshore energy exposure.
ABL Group has today completed the acquisition of 100 percent of the shares in AGR AS as further described in the stock exchange notice dated 20 March 2023. The transaction values AGR at NOK 262.5 million (equivalent to USD 25.1 million at current FX rates) on a cash and debt free basis.
The equity purchase price of NOK 277.8 million (USD 26.5 million), which includes a NOK 15.3 million (USD 1.5 million) adjustment for net cash and normalised net working capital in AGR, is based on a “locked box” balance sheet as of 31 December 2022, and further adjusted for leakage inter alia from carve-out transactions and excess cash distribution. It has been settled as follows:
NOK 272.5 million to be settled through issuance of 18,166,667 ordinary ABL Group shares (the “Consideration Shares”) at a subscription price of NOK 15 per ABL Group share, representing 14.8% of outstanding shares post-issue; and
NOK 5.3 million (the “Cash Consideration”), settled in cash on completion.
After completion of the transaction, each of Akastor, DNB and Nordea will own approximately 1/3 of the Consideration Shares. All Consideration Shares are subject to a 12-month lock-up period. The Consideration Shares will be issued on a separate ISIN until publication of a listing prospectus, expected in late May or early June 2023.
About AGR
AGR is a leading multidisciplinary engineering consultancy and software company. The company is the result of a merger in 2019 between AGR and First Geo (formerly Aker Geo).
Today, AGR delivers its services through five business lines: consultancy, which delivers energy consultancy services and personnel in Norway, UK and Australia; well management, with strong footprint in the Asia Pacific region; wellsite and operations geology, which operates primarily in Norway; reservoir management and asset evaluation, operating in Norway; and software products to support the offshore energy industries globally.
The company is headquartered in Oslo, Norway, with additional offices in Stavanger, Bergen and Tromsø in Norway; Perth, Western Australia; and Aberdeen, UK. AGR consists of 377 personnel, of which 196 are AGR employees, and 181 are associates/independent consultants.
In 2022, AGR delivered revenue of NOK 790 million (equivalent to USD 82.1 million at 2022 average FX rate) and an adjusted EBIT of NOK 46 million (USD 4.7 million). The company has a highly scalable business model with low fixed-cost base, which allows it to rapidly adapt to both client and market demands.
Oslo, Norway – March 23, 2023: An Extraordinary General Meeting of ABL Group ASA will be held on 13 April 2023 at 11:00 CET at the Company’s offices, 3rd floor, Haakon VIIs Gate 6, 0161 OSLO. Please also refer to ABL Group ASA’s stock exchange notice from 20 March 2023.
Shareholders are recommended to exercise their shareholder rights through advance votes by electronic communication via VPS Investor Services or to vote by proxy prior to the meeting. The notice, including attendance, proxy and advance voting forms, will be mailed to all shareholders with known addresses. The complete notice, including the independent expert statement on the share capital increase, is attached to this notification.
For notice of attendance, advance votes, proxy etc. please click here.
ABL Group ASA (“ABL Group”) has entered into an agreement with a subsidiary of Akastor ASA (“Akastor”) to acquire 100 percent of the shares in multi-disciplinary engineering consultancy and software company AGR AS (“AGR”). The acquisition will bolster ABL Group’s offering within well and reservoir consultancy, enhance the group’s position supporting operators’ digitalisation and decarbonisation plans, and expand its opex-driven offshore energy exposure.
HIGHLIGHTS
Accretive acquisition with strong industrial rationale.
Consolidating well and reservoir services with globally recognised brand.
High-end resource solutions platform positioned for growth in offshore wind.
Additional capability and track record in CCUS and energy transition solutions.
Strengthens ABL Group’s software and digitalisation offering with fully commercialised platform.
The transaction will be funded through existing cash and issuance of consideration shares.
Shareholders representing approximately 40% of ABL Group shares have undertaken to support the transaction by voting in favour at the EGM.
“This is a good fit for ABL Group. The acquisition gives ABL Group a strong position in well and reservoir consultancy, grows our position within digitalisation and energy transition solutions, and expands our services with a resourcing offering that is already well established in the oil and gas sector and positioned for growth within offshore wind.”
Reuben Segal, CEO of ABL Group
The acquisition of AGR, which has high brownfield exposure, builds on the previous purchase of Add Energy. AGR will bring scale to ABL Group’s well services, and increases the group’s exposure to the opex-driven phases of offshore energy. It strengthens the group’s suite of software products and digitalisation capabilities, and adds competence and scale to support energy transition technologies and projects.
AGR has a well management track record that spans more than 550 oil and gas wells worldwide. ABL Group aims to utilise its global office network to, in a cost-efficient manner, re-introduce AGR’s unique offering and capabilities to local operators in the key international oil and gas hubs.
In addition, the acquisition enables ABL Group to offer resourcing solutions across oil and gas and renewables projects at a time when talent scarcity is putting these projects and deployments at risk.
Following completion of the transaction, Add Energy will become part of AGR, which will continue as a stand-alone business line within ABL Group.
ABOUT AGR
AGR is a leading multidisciplinary engineering consultancy and software company. The company is the result of a merger in 2019 between AGR and First Geo (formerly Aker Geo).
Today, AGR delivers its services through five business lines: consultancy, which delivers energy consultancy services and personnel in Norway, UK and Australia; well management, with strong footprint in the Asia Pacific region; wellsite and operations geology, which operates primarily in Norway; reservoir management and asset evaluation, operating in Norway; and software products to support the offshore energy industries globally.
The company is headquartered in Oslo, Norway, with additional offices in Stavanger, Bergen and Tromsø in Norway; Perth, Western Australia; and Aberdeen, UK. AGR consists of 377 personnel, of which 196 are AGR employees, and 181 are associates/independent consultants.
In 2022, AGR delivered revenue of NOK 790 million (equivalent to USD 82.1 million at 2022 average FX rate) and an adjusted EBIT of NOK 46 million (USD 4.7 million). The company has a highly scalable business model with low fixed cost base, which allows it to rapidly adapt to both client and market demands.
“AGR is first and foremost a consultancy business. Akastor has been a great owner for us, but I believe everyone sees the industrial benefits of integrating AGR into a fully-fledged energy consultancy environment such as ABL Group. AGR has a strong position within oil and gas but has during the past couple of years increasingly been asked by clients to support their energy transition projects. Tapping into ABL Group’s huge global competence and resource pool will allow us to provide our customers with an even more comprehensive product and service offering. We will at the same time significantly strengthen ABL Group’s well management offering. It is a business combination that makes sense for all parties involved.”
Svein Sollund, CEO of AGR
AGR is currently a wholly-owned subsidiary of Oslo-listed Akastor ASA, which has the Aker group as its biggest shareholder.
“Since Akastor’s entry into AGR, through the combination with First Geo in 2019, the company has delivered consistent growth and profitability. The combination of AGR and ABL Group creates a company with a large global client base and a more suitable financial platform for growth. We look forward to participating in the next phase of AGR’s growth, now as shareholders in ABL Group.”
Karl Erik Kjelstad, CEO of Akastor
THE TRANSACTION
ABL Group has entered into an agreement with a subsidiary of Akastor to acquire 100 percent of the shares in AGR AS. The transaction values AGR at NOK 262.5 million (equivalent to USD 24.4 million at current FX rates) on a cash and debt free basis.
The equity purchase price of NOK 352.9 million (USD 32.8 million), which includes a NOK 90.4 million (USD 8.4 million) adjustment for net cash and normalised net working capital in AGR, is based on a “locked box” balance sheet as of 31 December 2022 and will be settled as follows:
NOK 272.5 million to be settled through issuance of 18,166,667 ordinary ABL Group shares (the “Consideration Shares”) at a subscription price of NOK 15 per ABL Group share, representing 14.8% of outstanding shares post issue; and
NOK 80.4 million (the “Cash Consideration”), to be settled in cash on completion or, subject to certain conditions, within 20 business days of completion.
The Cash Consideration will be adjusted for leakage and is expected to be lower on completion due to planned carve-out transactions and excess cash distribution. Certain defined assets are excluded from the transaction and will be carved-out prior to completion and retained by Akastor. This includes AGR’s ownership in Føn Energy Services AS.
As part of completion of the transaction, the current term loans from each of Akastor, Nordea and DNB towards AGR will be fully settled by the Consideration Shares and parts of the Cash Consideration. After completion of the transaction, each of Akastor, DNB and Nordea will own approximately 1/3 of the Consideration Shares. AGR has no other interest-bearing debt.
The share purchase agreement is otherwise entered into on customary terms and includes a 12-month lock-up on the Consideration Shares, which will apply for Akastor, Nordea and DNB.
Closing of the acquisition is expected on or around 18 April 2023. The transaction is subject to approval of the issuance of the Consideration Shares by an extraordinary general meeting (EGM) in ABL Group to be held on or about 12 April 2023. Shareholders representing approximately 40% of the shares in ABL Group ASA have signed voting undertakings to vote in favour at the EGM.
The Consideration Shares will be issued on a separate ISIN until publication of a listing prospectus, expected in late May or early June 2023.
This information is subject to disclosure requirements in Regulation EU 596/2014 (MAR) article 19 no. 3 and the Norwegian Securities Trading Act section 5-12.
28 February 2023 – ABL Group’s 2022 fourth-quarter results
HIGHLIGHTS Q4 2022
• Revenues of USD 42.8 million (Q4 21: USD 37.8 million) • Operating profit of USD 2.5 million (Q4 21: USD 1.9 million) • Adjusted EBIT of USD 3.5 million (Q4 21: USD 2.5 million) • Net cash of USD 17.6 million (Q3 22: USD 15.1 million) • Proposing semi-annual dividend of NOK 0.35 per share in H1 2023
HIGHLIGHTS FULL YEAR 2022
• Revenue of USD 167.9 million (2021: USD 150.7 million) • Operating profit of USD 12.5 million (2021: USD 7.4 million) • Adjusted EBIT of USD 15.5 million (2021: USD 9.6 million) • Total dividend of NOK 0.6 per share paid during 2022 • Completed sale of Loss Adjusting business, now trading independently as SteegeXP • Completed acquisition of Add Energy Group, adding wells consulting and asset integrity as business areas
Reuben Segal, CEO of ABL Group ASA (“ABL Group” or the “Company”), commented: “In all aspects, the fourth quarter represented strong performance as well as progression on the earlier quarters reported in 2022. This strong performance comes from our global employees’ daily delivery to clients but also demonstrates the benefits of past strategic moves, where strategic rationale is now feeding through to enhanced results. We expect to continue on this path.
As a result of the strong performance, we finished 2022 with a healthy net cash position allowing the Board to recommend a further increase in the half-yearly dividend, thus rewarding shareholders who have been supportive of our strategic moves.
As we look to 2023, I am pleased to see a positive outlook for ABL Group. Whilst our activity in the Maritime sector will remain relatively flat, the continued growth of offshore wind projects and the increased expenditure on oil & gas projects, both opex and now capex, provides confidence for 2023 and beyond.”
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.
ABL Group ASA (“ABL Group”) will release its fourth quarter results tomorrow, Tuesday, 28 February 2023, 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. To watch the webcast, please visit our Reports and Presentations page.
If you would like to attend the event in person, please notify SpareBank 1 Markets at corporateaccess@sb1markets.no.
ABL Group ASA (the Company) has been notified of the following transactions by primary insider and observer of the Board of Directors, Bjørn Stray:
Purchase of 200,000 shares at NOK 14,50 per share. Following the share purchase, Mr Stray holds 6,217,743 shares in the Company. Please see attached primary insider notification form pursuant to the requirements of the Market Abuse Regulation.
This information is subject to the disclosure requirements pursuant to MAR Article 19 and Section 5-12 of the Norwegian Securities Trading Act.
The Board of Directors of ABL Group ASA (the “Company”) has granted a total of 1,000,000 share options to employees in accordance with the Company’s long-term incentive plan (the “LTIP”), where each option will give the holder the right to acquire one share in ABL Group ASA. The options are granted without consideration. The grant of options is made to employees that joined ABL Group in connection with the acquisition of Add Energy in July 2022, and is aimed to align the interests of the participating employees with those of the Company’s shareholders.
The exercise price for the options is NOK 12.64, equal to the share issue carried out in connection with the acquisition of Add Energy. Please refer to the stock exchange notice dated 11 July 2022 for more details. The options will vest on 11 July 2025. All unexercised options will expire nine months after vesting, unless extended by the Board of Directors. Exercise periods will be set by the Company.
The options are non-tradable and conditional upon the option holder being employed by the Company and not having resigned prior to exercise.
Subject to certain conditions, the option holders are obligated to reinvest 25 percent of the pre-tax net gain on the options in ABL shares, and to hold these shares for up to three years following exercise. One third of these shares will be released from this obligation for every year following exercise.
The Board of Directors may choose to settle the options by way of cash settlement in lieu of issuing new shares. Exercise terms may be reasonably adjusted by the Board of Directors in the event of dividend payments, share splits or certain other events relating to the equity share capital of the Company.
Following the grant of options, the LTIP consists of the following outstanding options:
630,000 options vested 11 June 2022, with exercise price NOK 3.24
9,215,000 options vesting 14 December 2023, with exercise price NOK 5.53
1,000,000 options vesting 11 July 2025, with exercise price NOK 12.64
For more details on the LTIP, please refer to the Company’s Annual Report and the remuneration guidelines approved by the 2022 Annual General Meeting.
For further information, please contact:
Haakon Brandrud, Director of Strategy and Corporate Development Tel: +47 95 07 05 12
This information is published pursuant to the requirements set out in the Continuing obligations.
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