Annual report 2020

AqualisBraemar LOC Group’s Annual Report 2020 is attached and can be downloaded here.

Final results of Subsequent Offering

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.

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IMPORTANT INFORMATION

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.

Preliminary results of the Subsequent Offering

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.

Reference is made to the stock exchange announcement from AqualisBraemar LOC ASA (the “Company”) on 22 April 2021 regarding approval of a prospectus (the “Prospectus”) and a subsequent offering of up to 5,163,934 new shares (the “Offer Shares”) at a subscription price of NOK 6.1 per offer share (the “Subsequent Offering”).

The subscription period for the Subsequent Offering expired at 16:30 hours (CEST) today, 29 April 2021. Preliminary results from the Subsequent Offering indicates that the Company has received subscriptions for approximately 34,582,771 Offer Shares.

The final allocation of the Offer Shares is expected to be resolved by the Company on or about 3 May 2021, in accordance with the allocation criteria set out in the Prospectus. The final results of the Subsequent Offering will be published shortly thereafter. Notification of allocations in the Subsequent Offering and the corresponding amount to be paid by each subscriber will be set out in separate letters to each subscriber, expected to be distributed on or about 3 May 2021.

The payment date for the Offer Shares allocated in the Subsequent Offering is 5 May 2021. Subject to timely payment, the Offer Shares are expected to be delivered and listed on or about 7 May 2021 following registration of the share capital increase pertaining to the Subsequent Offering. The Offer Shares allocated in the Subsequent Offering are expected to be tradeable on Oslo Stock Exchange on or about 7 May 2021.

Clarksons Platou Securities AS, Nordea Bank abp, filial i Norge and SpareBank 1 Markets AS (collectively, 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.

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IMPORTANT INFORMATION

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.

Last day of the subscription period in the Subsequent Offering

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 21 April 2021 regarding approval of a prospectus and commencement of the subscription period in a subsequent offering of up to 5,163,934 new shares at a subscription price of NOK 6.1 per offer share (the “Subsequent Offering”).

The subscription period for the Subsequent Offering will expire today, 29 April 2021 at 16:30 (CEST). Correctly completed subscription forms must be received by Clarksons Platou Securities AS, Nordea Bank abp, filial i Norge or SpareBank 1 Markets AS (collectively, the “Managers”), or online subscription must be registered, within the end of the subscription period.

Subscription rights that are not used to subscribe for offer shares in the Subsequent Offering before the expiry of the subscription period will have no value and will lapse without compensation to the holder.

For further information, please refer to the prospectus available on the Company’s website www.abl-group.com and the Managers’ websites www.clarksons.com, www.nordea.no and www.sb1markets.no.

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IMPORTANT INFORMATION

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.

Approval and publication of prospectus and commencement of subscription period in the subsequent offering

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.

Financial calendar

FINANCIAL YEAR 2021

20.08.2021 – Half-yearly Report
30.04.2021 – Annual Report
02.06.2021 – Annual General Meeting

19.05.2021 – Quarterly Report – Q1
28.10.2021 – Quarterly Report – Q3

Due to COVID 19 related production delays, the release of the 2020 Annual Report has been delayed to April 30, 2021.

This information is published pursuant to the requirements set out in the Continuing obligations.

Primary insider notice

Braemar Shipping Services Plc (“Braemar”) has on 27 January 2021 sold 9,600,000 shares in AqualisBraemar LOC ASA (“AqualisBraemar LOC” or the “Company”), representing 10.37% of the Company’s outstanding shares, at a price of NOK 7.50 per share. The shares were sold through an accelerated bookbuilding process managed by SpareBank 1 Markets AS as sole bookrunner.

Braemar’s Non-Executive Chairman Ronald Series is represented on AqualisBraemar LOC’s Board of Directors.

Following the transaction, Braemar holds 9,640,621 shares in AqualisBraemar LOC, corresponding to 10.42% of the share capital, calculated on the basis of 92,547,583 shares outstanding in the Company.

Braemar also holds 6,523,977 performance-based warrants (the “Warrants”), as further described in the notice of and minutes from the Company’s extraordinary general meeting held on 14 December 2020. Assuming full vesting of the Warrants, Braemar will hold 16,164,598 shares and rights to shares corresponding to 17.47% of the current registered share capital of the Company.

This information is subject to disclosure requirements pursuant to sections 4-2 and 4-3 of the Norwegian Securities Trading Act.