Allocation to primary insiders in the rights issue and private placement
Not for distribution or release, directly or indirectly, in or into the united states or any other jurisdiction in which the distribution or release would be unlawful.
With reference to the final result of the Rights Issue and Private Placement in AqualisBraemar ASA (the “Company”) which was announced earlier today, the following primary insiders, including their close associates, have been allocated offer shares at a subscription price of NOK 3.96 in accordance with allocation principles set out in the prospectus dated 21 June 2019 (the “Prospectus”):
Allocations in the Private Placement:
Braemar Shipping Services plc (“Braemar”), represented on the Company’s Board of Directors by Braemar CEO James Kidwell, has been allocated 4,375,000 offer shares, representing the entirety of the private placement. Following the issuance of the new shares in the Private Placement, Braemar will hold 19,240,621 shares corresponding to 27.3% of the shares and voting rights in the Company. Braemar also holds 5,973,556 performance-based warrants (the “Warrants”) as further described in the Prospectus. Assuming full vesting of the Warrants, Braemar will hold 25,214,177 shares and rights to shares corresponding to 33% of the shares and votes of the Company.
Allocations in the Rights Issue:
Gross Management AS, a company controlled by Glen Rødland, Chairman, has been allocated 2,000,000 offer shares, of which 1,547,279 is based on the number of subscription rights allocated to him and 452,721 is based on over-subscription. Following the issuance of the new shares in the Rights Issue, Rødland and his close associates will own 9,367,996 shares in the Company, corresponding to 13.3% of the shares and voting rights of the Company.
David Wells, CEO, and his close associates have been allocated 165,222 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Wells and his close associates will own 951,998 shares in the Company.
Kim Boman, CFO, has been allocated 105,000 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Boman will own 605,000 shares in the Company.
Reuben Segal, COO, and his close associates have been allocated 100,000 offer shares, based on the remaining number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Segal and his close associates will own 1,502,923 shares in the Company.
Andreas Theophanatos, Director South America, has been allocated 107,559 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Theophanatos will own 619,747 shares in the Company.
Ben Lazenby, Director Middle East, has been allocated 32,550 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Lazenby will own 187,550 shares in the Company.
Rodger Dickson, Group Marine, has been allocated 107,432 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Dickson will own 619,500 shares in the Company.
Amish Sanghavi, Group Financial Controller, has been allocated 53,559 offer shares, of which 37,918 is based on the number of subscription rights allocated to him and 15,641 is based on over-subscription. Following the issuance of the new shares in the Rights Issue, Sanghavi will own 317,989 shares in the Company.
Stuart Mill, Group Contract Manager, has been allocated 28,768 offer shares, based on the number of subscription rights allocated to him. Following the issuance of the new shares in the Rights Issue, Mill will own 165,766 shares in the Company.
This announcement may not be distributed or sent into 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 the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States.