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INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Aqua Bio Technology ASA (“ABT” or the “Company”, and together with its
consolidated subsidiaries, the “Group”) hereby announces a contemplated
conditional private placement of minimum 26 million and maximum 60 million new
shares (together, the “New Shares”) towards certain new investors and certain
existing shareholders, at a fixed subscription price of NOK 0.50 per New Share
(the “Private Placement”). The Company further contemplates to carry out a
subsequent offering towards eligible shareholders.
The Private Placement is carried out in order to improve the Company’s financial
position. An update on the Company’s financial position, including an update on
certain operational matters, is given below.
Financial and operational update
The Company is in a challenging financial position, with a strained cash
reserve, and limited possibilities of utilizing cash that may become available
in the Group at the parent Company level, and where certain of the Group
companies rely on additional funding for continuation and development of their
operations. In addition, the Company has significant obligations under previous
M&A transactions, in particular to the former shareholders of the JetCarrier
group, such obligations currently being unfunded, but where the Company is in
negotiations to defer the upcoming payments in the second and fourth quarter of
2025 by minimum three months respectively.
The conditional Private Placement announced herein provides the Company with
additional working capital to be utilized for the purposes described below and
strengthens the Company’s balance sheet, but the financial position is expected
to remain challenging going forward.
However, the Group’s prospects in the short term include a number of significant
opportunities for growth. Jetcarrier is in early-stage discussions for a freight
contract of material value to the Group if concluded, and shall also execute on
freight and customs cost savings initiatives across other Group companies during
2025. Further, 3D Innovation is in late-stage negotiations with the major German
wholesaler referred to in the stock exchange notice from 18 December 2024, but
no agreement has been concluded as of the date hereof.
The Private Placement
Through the Private Placement, the Company is offering New Shares for gross
proceeds of minimum NOK 13 million and maximum NOK 30 million. The subscription
price in the Private Placement is a fixed price of NOK 0.5 per New Share.
The Company has already received binding pre-commitments for subscriptions
covering the minimum amount in the Private Placement from certain new investors
and certain existing shareholders, including subscriptions from the below
primary insiders and significant stakeholders:
- Board member Jan Pettersson, has pre-committed to subscribe for NOK 880,000
in cash
- Board member Terje Blytt with related partners, have pre-committed to
subscribe for approximately NOK 230,000 in cash and NOK 1.05 million in
conversion of debt
- Board observer Roger Sedal has pre-committed to subscribe for approximately
NOK 165,000 in cash and approximately NOK 665,000 in conversion of debt
- Board member Lena Varming (through Varming Holding AS) has pre-committed to
subscribe for NOK 2,000,000 in conversion of debt
- Roger Hofseth has through his investment companies pre-committed to subscribe
for NOK 3,000,000 in cash and NOK 650,000 in conversion of debt
The application period for the Private Placement commences today at 18:30 CET
and closes on 10 March 2025 at 08:30 CET. The Company may, in its own
discretion, extend or shorten the application period at any time and for any
reason.
Allocation of New Shares will be conditionally determined by the board of
directors of the Company (the “Board”), in its sole discretion, shortly after
the close of the application period. The Board will focus on criteria such as
(but not limited to) current ownership in the Company, timeliness of the
application, relative order size, sector knowledge, perceived investor quality
and investment horizon.
The net proceeds from the Private Placement will be used to strengthen the
Company’s balance sheet and for general corporate purposes. This includes, but
is not limited to, fulfilling the Company’s obligations to file a prospectus,
ensuring regulatory compliance, and enhancing financial flexibility.
Additionally, the proceeds will provide the Company with increased strategic
freedom to pursue and capitalize on business opportunities that may arise,
supporting its long-term growth objectives. In addition, funds will be used to
settle and repay outstanding debt.
The issuance of the New Shares at the subscription price of NOK 0.50 per New
Share implies that the Company must carry out a share capital decrease in order
to decrease the par value of each of the Company’s shares to at least NOK 0.50
per share (the “Share Capital Decrease”). The Share Capital Decrease will be
proposed resolved by an extraordinary general meeting expected to be held on or
about 4 April 2025 (the “EGM”), and the completion of the Share Capital Decrease
is expected to be subject to a creditor notification period of six weeks. The
share capital increase pertaining to the issuance of the New Shares will be
proposed resolved following completion of the share capital decrease.
The subscription amounts in the Private Placement will be settled partially with
new liquidity and through conversion of existing debt. Due to the settlement
structure described above, all new liquidity provided to the Company through the
Private Placement will initially be provided as advance payments, which will
thereafter be converted into new equity in connection with the formal issuance
of the New Shares.
The issuance of the New Shares in the Private Placement is subject to; (i) all
necessary corporate resolutions for consummating the Private Placement,
including both the Share Capital Decrease and the share capital increase
pertaining to the issuance of the New Shares, having been validly passed, (ii)
the Share Capital Decrease being registered as completed in the Norwegian
Register of Business Enterprises, (iii) valid subscription of the New Shares and
due payment of the aggregate subscription amount for such New Shares, and (iv)
registration of the share capital increase pertaining to the issuance of the New
Shares in the Norwegian Register of Business Enterprises.
A notice for the EGM will be distributed in due course.
The New Shares will be delivered to the investors in the Private Placement as
soon as practically possible after the Share Capital Increase has been
registered with the Norwegian Register of Business Enterprises, which is
expected to occur 7 - 8 weeks after the EGM has been held. The New Shares will
initially be delivered on a separate ISIN as the listing of the New Shares
requires the preparation and publication of a prospectus approved by the
Norwegian Financial Supervisory Authority.
The Private Placement constitutes a deviation from the preferential right of the
shareholders to subscribe for the New Shares. The Board, together with the
Company’s management, has considered various transaction alternatives to secure
new financing. Based on an overall assessment, taking into account inter alia
the Company’s acute need for funding, execution risk and possible alternatives,
the Board has on the basis of careful considerations decided that the Private
Placement is the alternative that best protects the Company’s and the
shareholders’ joint interests. Thus, the deviation of the preferential rights
inherent in a share capital increase through issuance of New Shares is
considered necessary. Further, the Board has considered that the Subsequent
Offering (as defined below) will (if implemented) mitigate some of the dilutive
effect on the shareholdings who did not participate in the Private Placement.
The Subsequent Offering
In order to reduce the dilution resulting from the issuance of the New Shares,
the Company contemplates to launch a subsequent offering (the “Subsequent
Offering”) of new shares (the “Offer Shares”) at a subscription price of NOK 0.5
per Offer Share (i.e. the same subscription price as for the New Shares). The
Board will assess the need for a Subsequent Offering following expiry of the
application period in the Private Placement and provide further information at
such time.
For further information, please contact Fredrik Henriksen, CEO, at telephone
number +47 900 20 078.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act.
The stock exchange announcement was published by [CEO Fredrik Henriksen] on the
time and date provided.
IMPORTANT INFORMATION
This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, Hong Kong or the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.
This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or 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”). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company.
This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.
The Company expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.
DISCLOSURE REGULATION
This information is subject of the disclosure requirements pursuant to section
of 5-12 of the Norwegian Securities Trading Act.
CONTACTS
- Fredrik Henriksen, CEO, Aqua Bio Technology ASA, +47 90 02 00 78,
fredrik.henriksen@aquabiotech.no
ABOUT AQUA BIO TECHNOLOGY ASA
Aqua Bio Technology (ABT) is developing and commercializing sustainable
biotechnology for use in skin care products. ABT’s cosmetics ingredients are
highly effective and they provide the cosmetics industry with natural
alternatives to traditional ingredients. ABT is also marketing and distributing
natural skin care products developed by partners towards consumers and
professional users. Aqua Bio Technology is listed on Euronext Expand.
ATTACHMENTS
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https://kommunikasjon.ntb.no/ir-files/17847556/18449276/5741/Download%20announce
ment%20as%20PDF.pdf
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