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 ANY OTHER 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.
Reference is made to the stock exchange announcement from AqualisBraemar LOC ASA (the “Company”) on 29 April 2021 regarding the preliminary results of the subsequent offering in the Company (the “Subsequent Offering”).
Based on received subscriptions at the expiry of the subscription period in the Subsequent Offering, a total of 3,375,000 new shares were allocated in accordance with the allocation criteria set out in the prospectus for the Subsequent Offering. The reduced number of shares allocated is a consequence of the restriction in the allocation criteria that no shareholder should be allocated more than its approximate pro-rata share of the aggregate number of shares issued under the Private Placement and the Subsequent Offering. As a result, the Company will issue 3,375,000 new shares at NOK 6.10 per share, raising gross proceeds of NOK 20,587,500.
Notification of allocated offer shares in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in a separate letter to each subscriber, which is expected to be issued during the course of today, 30 April 2021. The payment date for the offer shares allocated is 5 May 2021.
The offer shares may not be transferred or traded until they are fully paid and the share capital increase related to the subsequent offering has been registered with Norwegian Register of Business Enterprises. Subject to full payment being received, the share capital increase is expected to be registered on or about 7 May 2021. The Offer Shares are expected to be delivered to the subscribers’ respective VPS accounts on or about 7 May 2021 and be tradeable on Oslo Stock Exchange on or about 7 May 2021.
Following the issuance of the offer shares in the Subsequent Offering, the Company’s share capital will be NOK 9.592.258.30 divided into 95,922,583 shares, each with a par value of NOK 0.1. See the attached form for notification and publication of allocation to primary insiders.
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.
This announcement is for information purposes only and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into the United States, Australia, New Zealand, Canada, Hong Kong or Japan, or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of national securities laws.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is an advertisement and does not constitute a prospectus for the purposes of the Prospectus Regulation (EU) 2017/1129 (as amended, together with any applicable implementing measures in any EEA member state, the “Prospectus Regulation”). In any EEA member state that has implemented the Prospectus Regulation, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Regulation.
In the United Kingdom, this notice is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), by a person authorized under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this notice relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.
The Managers are acting exclusively for the Company and no one else in connection with the transactions described herein and assume no responsibility for this announcement. Neither the Managers nor any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of announcement or its contents or otherwise arising in connection therewith.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice.
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. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
Each of the Company, the Managers and their respective affiliates 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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.