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DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
TO BUY, SELL OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to earlier stock exchange notice from Aqua Bio Technology
ASA (“ABTEC” or the “Company”) regarding a contemplated share issue of NOK 5 -
10 million to secure additional working capital. Reference is further made to
earlier disclosures regarding the terms and conditions of the Company’s
acquisition of all shares in Jetcarrier AS (the “Jetcarrier Acquisition”),
including the stock exchange release on 17 October 2024.
The Company is pleased to announce that it has now placed a share issue of NOK
10 million (the “Private Placement”) through the contemplated issuance of new
shares (the “New Shares”) at a subscription price corresponding to par value
of the Company’s shares. The issuance of the New Shares will be settled partly
through cash payments (NOK 7 million) and partly through conversion of debt
(NOK 3 million). The issuance of the New Shares shall be formally approved by
an extraordinary general meeting of the Company, to be held on 16 February
2026 (the “EGM”). The Company has secured sufficient voting undertakings in
order for the share capital increase in connection with the Private Placement
to be approved at the EGM.
The net proceeds from the Private Placement will be used to strengthen the
Company’s balance sheet and for general corporate purposes.
As set out in the notice for the EGM, the Company’s Board of Directors has
proposed to carry out a reverse share split of the Company’s shares in the
ratio of 50:1 (the “Reverse Share Split”). The Private Placement will be
completed after completion of the Reverse Share Split, and the New Shares will
therefore be issued at a price per New Share of NOK 5.00, corresponding to the
par value of the Company’s shares following completion of the Reverse Share
Split.
Consequently, the Private Placement will consist of 2,000,000 New Shares. The
Board will propose an updated resolution for share capital increase at the EGM
to reflect this.
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.
In connection with the Private Placement, the Company has also agreed with the
sellers in the Jetcarrier Acquisition that NOK 50 million of the currently
outstanding seller credit shall be converted into new shares in the Company at
the same subscription price as in the Private Placement. The remaining seller
credit of approx. NOK 60 million, including accrued interest, matures on 1
January 2029, with initial installments commencing on 1 December 2027. The
agreement includes an interest rate of 5.0% for the first 12 months.
Further, the remaining terms of the seller credit shall be amended in order to
enable the Company to consolidate Jetcarrier in its financial statements.
Jetcarrier’s performance during the fourth quarter of 2025 has been in line
with expectations, with preliminary, unaudited full year 2025 results for the
Jetcarrier group of NOK 176 million revenue and NOK 7 million EBIT.
"Following the financial restructuring, refinancing, and consolidation of
ABTEC and Jetcarrier, the combined group will have positive operational
cashflow, a solid cash position, and a stabilised debt structure, placing the
Company on a significantly more robust financial footing,» says Kristian
Flaten, CEO and CFO of Aqua Bio Technology ASA.
The issuance of new shares in connection with the seller credit will be
proposed to be approved by a separate general meeting at a later time, and
further information will be given in due course.
Equal treatment
The Private Placement implies a deviation from the pre-emptive rights of the
Company’s existing shareholders. When resolving to conditionally complete the
Private Placement, the Board has considered the Private Placement in light of
the equal treatment obligations under the Norwegian Public Limited Companies
Act, the Norwegian Securities Trading Act, Oslo Børs’ Circular no. 2/2014 and
the rules on equal treatment under Oslo Rule Book II for companies listed on
the Oslo Stock Exchange, and is of the opinion that the contemplated Private
Placement is in compliance with these requirements.
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.
Subsequent Offering
The Board has resolved an intention to carry out a subsequent offering (the
“Subsequent Offering”) of up to 800,000 new shares (the “Offer Shares”) in the
Company, to raise gross proceeds of up to NOK 4,000,000, where each Offer
Share may be subscribed at the same subscription price as in the Private
Placement, i.e. NOK 5.00 per Offer Share.
If implemented, the Subsequent Offering will be directed towards existing
shareholders in the Company as of 12 February 2026 (as registered in the VPS
on 16 February 2026) who; (i) were not allocated New Shares in the Private
Placement, and (ii) are not resident in jurisdictions where such offering
would be unlawful, or would require any prospectus filing, registration or
similar action.
The Subsequent Offering is among other things subject to the completion of the
Private Placement, as well as all necessary corporate resolutions being
validly made, and the Company reserves the right in its sole discretion to not
conduct or cancel the Subsequent Offering. If all Offer Shares are subscribed
for, the listing of the Offer Shares will require approval and publication of
a prospectus to be approved by the Norwegian Financial Supervisory Authority.
More details about the Subsequent Offering, including whether the listing of
the Offer Shares will require a prospectus, will follow.
Allocations to primary insiders
The following primary insiders or close associates of primary insiders have
been conditionally allocated New Shares:
· Norlane AS, a company closely associated with Chairman Roger Sedal, was
allocated 99,720 New Shares, for a total subscription amount of NOK 498,600 to
be settled through conversion of debt.
· Terabyte Holding AS, a company closely associated with Board member Terje
Blytt, was allocated 138,660 New Shares, for a total subscription amount of
NOK 693,300 to be settled through conversion of debt.
· Caprock AS, a company closely associated with CEO and CFO Kristian Flaten,
was allocated 60,000 New Shares, for a total subscription amount of NOK
300,000 to be settled in cash.
Formal primary insider notifications regarding the New Shares will be provided
separately.
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.
Contacts
Kristian Flaten
CEO & CFO
Aqua Bio Technology ASA
Phone: +47 9509 2322
Email: kf@aquabiotech.no
About Us
Aqua Bio Technology ASA (ABTEC) is a technology and distribution group in
skincare and nonfood. The group has distribution towards B2C and B2B, and
offers freight, customs, and logistics services. The group also develops
sustainable biotechnology for use in skincare products. Aqua Bio Technology is
listed on Euronext Expand Oslo.
This notice is published by Kristian Flaten on the listed date and time.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication,
through the agency of the contact persons set out above, at 2026-02-12 23:45
CET.
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