NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, Norway – 21 April 2021
Reference is made to the stock exchange announcements from AqualisBraemar LOC ASA (the “Company”) on 23 November 2020 regarding (i) the successful completion of a private placement raising gross proceeds of approximately NOK 135 million(the “Private Placement”) and (ii) a potential subsequent offering of up to 5,163,934 new shares at a subscription price of NOK 6.10 per offer share (the “Offer Shares”), which equals the subscription price in the Private Placement (the “Subsequent Offering”).
The Financial Supervisory Authority of Norway (Nw. Finanstilsynet) has today approved the Company’s prospectus (the “Prospectus”) prepared in connection with; (i) listing of 22,131,148 shares offered in the Private Placement, and (ii) offering and listing of the Offer Shares. The Prospectus will be published today – 21 April 2021, and can be obtained electronically by downloading it from https://aqualisbraemar.com/, securities.clarksons.com/, www.nordeamarkets.com/aqualis, https://www.sb1markets.no; or by contacting either of the Managers (as defined below).
The Company will, subject to applicable securities laws, grant non-transferable subscription rights to subscribe for Offer Shares to shareholders in the Company as of close of trading on 20 November 2020 as registered in the Norwegian Central Securities Depository (the “VPS”) on 24 November 2020 (the “Record Date”) who were not allocated shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Eligible Shareholders”). Eligible Shareholders will be granted 0.2648 Subscription Rights for each share held. Each Subscription Right will give the right to subscribe for one Offer Share. Over-subscription and subscription without Subscription Rights will be permitted.
The subscription period in the Subsequent Offering commences on 22 April 2021 at 09:00 hours CET and will expire on 29 April 2021 at 16:30 hours CET (the “Subscription Period”).
In order to subscribe for shares, the Managers must receive a complete and duly signed subscription form within the end of the Subscription Period. Further instructions regarding the subscription procedure is available in the Prospectus. Subscription Rights not used to subscribe for Offer Shares prior to 16:30 hours on 29 April 2021 will have no value and will lapse without compensation to the holder.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 3 May 2021.
The payment for Offer Shares allocated to a subscriber fall due on 5 May 2021 (the “Payment Date”). Delivery of the Offer Shares to investors’ VPS accounts is expected to take place on or about 7 May 2021.
Clarksons Platou Securities AS, Nordea Bank abp, filial i Norge and SpareBank 1 Markets AS (the “Managers”) are acting as Joint Lead Managers and Bookrunners in connection with the Subsequent Offering. Advokatfirmaet Haavind AS is acting as legal advisor to the Company in connection with the Subsequent Offering.