Aker Philadelphia Shipyard : AKPS EQUITY RAISE-TRANSACTION DETAILS

Reference is made to the announcement distributed separately today that Aker Philadelphia Shipyard ASA (Trading symbol: AKPS) (the "Company") has completed a private placement, which forms part of a proposed equity raise of the Company (the "Equity Raise").

Key Information

The Equity Raise will include the following:

• The raising of NOK 371 million, or approximately US$ 60 million, in gross proceeds from an equity private placement (the "Private Placement"). The book-building was completed on 16 January 2014, and resulted in conditional allocations of a total of 2,250,000 new shares, at a subscription price of NOK 165 per share.
• A subsequent offering of up to 337,000 new shares to those shareholders of the Company as of the Record Date (as defined below) that did not participate in the Private Placement (the "Subsequent Offering").

The Equity Raise is undertaken with a view to:

• increase the Company's financial flexibility;
• provide for near-term funding of the tankers being built in partnership with Crowley and to fund the equity investment in these vessels and other potential joint venture vessels; and to
• secure funds for general corporate purposes. 

The completion of the Equity Raise is, among other things, conditional upon shareholder approval at an extraordinary general meeting to be convened, and planned to be held on or about 7 February, 2014 (the "Shareholders Meeting").

The table below provides certain key data relating to the Private Placement and the Subsequent Offering.

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⁽¹⁾       Assuming that the Subsequent Offering is fully subscribed.

Following (and subject to) approval by the shareholders at the Shareholders Meeting, and on the basis of a prospectus to be approved by the Norwegian Financial Supervisory Authority (Nw. Finanstilsynet) (the "NFSA"), the Company will (subject to applicable securities laws) offer shareholders of the Company, who were registered as shareholders in the Company's register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the "VPS") as of expiry of 21 January 2014 (the "Record Date") (i.e. shareholders as of expiry of 16 January, 2014), to subscribe for new shares in the Subsequent Offering. Hence, the shares of the Company will trade exclusive of the conditional right to participate in the Subsequent Offering from and including 17 January 2014. The subscription period in the Subsequent Offering is expected to run in March 2014.

The table below sets forth certain indicative dates in respect of the completion of the Equity Raise (all dates subject to change).

No assurance can be given as to whether the Equity Raise actually will be completed, as the completion of the Equity Raise is conditional on approvals beyond the Company's control.

For further information about the different components of Equity Raise, see below.

The Private Placement

On 16 January 2014, the Company completed a book-building for the raising of gross proceeds of NOK 371 million, or approximately US$ 60 million by way of the Private Placement.

Completion of the Private Placement is conditional upon, among other things, the shareholders of the Company resolving to implement the Private Placement at the Shareholders Meeting planned to be held on or around 7 February 2014. If completed, 2,250,000 new shares will be issued in the Private Placement. The existing shareholders' preferential right will be derogated from in order to allow for the Private Placement.

The Private Placement shares will be subscribed for at an issue price of NOK 165 per share. Through the Private Placement, the Company's nominal share capital will be increased by up to NOK 22,500,000, from NOK 101,653,050 and up to NOK 124,153,050.

The Private Placement shares will be registered with the VPS in book-entry form and rank in parity with all other shares in the Company, and carry one vote per share. The Private Placement shares will carry full shareholder rights as of the date of the registration of the share capital increase with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret), and the Private Placement shares are expected to be issued and delivered in the VPS on or around 13 February 2014.

Delivery of the shares allocated in the Private Placement will, in order to facilitate delivery-versus-payment and delivery of already listed shares to the subscribers following the Shareholders Meeting, be made by delivery of existing and unencumbered shares in the Company, pursuant to a share lending agreement entered into between the Company, the Manager and Converto Capital Fund AS.

The Subsequent Offering

The Board of Directors of the Company will propose that the shareholders at the Shareholders Meeting resolves to grant the Board of Directors an authorization to effectuate the Subsequent Offering of up to 337,000 new shares (equal to up to 15% of the size of the Private Placement), in order to allow shareholders of the Company that do not participate in the Private Placement to subscribe for new shares at the same issue price that will apply to the Private Placement, and such that these shareholders can reduce the dilution they otherwise will experience as a result of the Private Placement.

Following (and subject to) approval by the shareholders at the Shareholders Meeting, and on the basis of a prospectus to be approved by the NFSA, the Company will, in the Subsequent Offering (subject to applicable securities laws) allocate the shares to subscribers who were registered as holders of shares in the Company in the register of shareholders of the Company with the VPS as of expiry of 21 January 2014 (the Record Date) (i.e. shareholders as of expiry of 16 January 2014). Hence, the shares of the Company will trade exclusive of the conditional right to participate in the Subsequent Offering from and including 17 January 2014.

Manager

Pareto Securities AS has acted as Sole Lead Manager in connection with the Private Placement and Subsequent Offering.

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Contacts

Aker Philadelphia Shipyard ASA

Kristian Røkke, CEO
Philadelphia, PA, USA

Tel: +1 215 875 2745

Jeff Theisen, CFO
Philadelphia, PA, USA

Tel: +1 215 875 2678

Important Information About this Release

This information is subject to disclosure under the Norwegian Securities Act, Section 5-12.

This announcement is not and does not form a part of any offer for sale of any securities. Not for release, publication or distribution, directly or indirectly, in the United States, or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures.

These materials are not an offer for sale of securities in any jurisdiction. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Aker Philadelphia Shipyard ASA does not intend to register of its securities in the United States.

This release includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. Such forward-looking information and statements are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for Aker Philadelphia Shipyard ASA and its subsidiaries and affiliates (the "Aker Philadelphia Shipyard Group") lines of business. These expectations, estimates, and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for the Aker Philadelphia Shipyard Group's businesses, oil prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time. Although Aker Philadelphia Shipyard ASA believes that its expectations and the information in this press release were based upon reasonable assumptions at the time when they were made, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in this press release. Neither Aker Philadelphia Shipyard ASA nor any other company within the Aker Philadelphia Shipyard Group is making any representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the information in the press release, and neither Aker Philadelphia Shipyard ASA, any other company within the Aker Philadelphia Shipyard Group nor any of their directors, officers or employees will have any liability to you or any other persons resulting from your use of the information in the press release.

Aker Philadelphia Shipyard ASA undertakes no obligation to publicly update or revise any forward-looking information or statements in the press release, other than what is required by law.