Bjørn Stray has on 27 January 2021 purchased 720,000 shares in AqualisBraemar LOC ASA (“AqualisBraemar LOC”). Following the transaction, Bjørn Stray holds 4,767,743 shares in AqualisBraemar LOC, corresponding to 5.15% of the shares outstanding calculated based on a total share count of 92,547,583.
This notification is made pursuant to section 4-3 of the Norwegian Securities Trading Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Braemar Shipping Services PLC (“Braemar”) has retained Sparebank 1 Markets AS (the “Bookrunner”) as sole bookrunner to explore the sale of up to 9,600,000 existing shares in AqualisBraemar LOC ASA (the “Company” or “Aqualis”), representing approximately 10.37% of the share capital and voting rights in the Company (the “Placing”). The Placing is to be conducted as an accelerated bookbuilding process.
The bookbuilding process will commence immediately following the publication of this announcement and may be closed at short notice at the full discretion of the Bookrunner. A further announcement will be made following pricing of the shares in the Placing. Braemar reserves the right, at its own discretion, to sell fewer shares or no shares at all. Assuming all the shares available in the Placing are sold, Braemar will hold 9,640,621 shares in Aqualis.
Braemar currently holds 19,240,621 shares in the Company, equivalent to 20.79% of the share capital and voting rights. Braemar will enter into a customary 90 days lock-up for its remaining shares in the Company not sold in the Placing. Braemar is represented on the Board of Directors of the Company, through board member Ron Series.
For further information, please contact the Bookrunner:
Sparebank 1 Markets: +47 24 14 74 70
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This announcement is not an offer of securities or investments for sale or a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In member states of the European Economic Area (“EEA”) (each, a “relevant member state”), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the prospectus regulation (“qualified investors”). For these purposes, the expression “prospectus regulation” means regulation (EU) 2017/1129.
In the United Kingdom this announcement is directed exclusively at qualified investors (i) who have professional experience in matters relating to investments falling within article 19(5) of the financial services and markets act 2000 (financial promotion) order 2005, as amended (the “order”) or (ii) who fall within article 49(2)(a) to (d) of the order, and (iii) to whom it may otherwise lawfully be communicated.
In connection with the placing, the bookrunner and any of its affiliates acting as an investor for their own account may take up as a principal position any shares and in that capacity may retain, purchase or sell for their own account such shares. In addition, the bookrunner or its affiliates may enter into financing arrangements and swaps with investors in connection with which the bookrunner (or its affiliates) may from time to time acquire, hold or dispose of shares. The bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
No guarantee can be made that any securities will be sold pursuant to the placing.
The bookrunner is acting on behalf of the seller and no one else in connection with the placing and will not be responsible to any other person for providing the protections afforded to clients of the bookrunner or for providing advice in relation to the placing.
Financial calendar for AqualisBraemar LOC ASA
FINANCIAL YEAR 2020
25.02.2021 – Quarterly Report – Q4
FINANCIAL YEAR 2021
20.08.2021 – Half-yearly Report
22.04.2021 – Annual Report
02.06.2021 – Annual General Meeting
13.05.2021 – Quarterly Report – Q1
28.10.2021 – Quarterly Report – Q3
This information is published pursuant to the requirements set out in the Continuing obligations.
The following primary insiders have on 7 January 2021 sold shares in AqualisBraemar LOC ASA (“AqualisBraemar LOC”):
Haakon Brandrud, Director of Strategy and Corporate Development, has sold 82,116 shares at an average price of NOK 10.00 per share. Following the transactions, he holds 278,084 shares and 135,000 share options in AqualisBraemar LOC.
This information is subject to disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar LOC ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar LOC ASA (OSE: Aqua) offers independent adjusting, marine and offshore consultancy to the global renewables, maritime, oil and gas and power sectors. The group has offices in 39 countries worldwide. AqualisBraemar LOC ASA operates under seven brands: AqualisBraemar, LOC, OWC, Innosea, Longitude, JLA and ABL Yacht Services.
On 14 December 2020, the Extraordinary General Meeting of AqualisBraemar ASA resolved to change the company’s name to AqualisBraemar LOC ASA. The name change has as of today been registered with the Norwegian Register of Business Enterprises (Norwegian: Foretaksregisteret).
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar LOC ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar LOC ASA (OSE: Aqua) offers independent adjusting, marine and offshore consultancy to the global renewables, maritime, oil and gas and power sectors. The group has offices in 39 countries worldwide. AqualisBraemar LOC ASA operates under seven brands: AqualisBraemar, LOC, OWC, Innosea, Longitude, JLA and ABL Yacht Services.
AqualisBraemar has acquired 100 percent of the shares in Neptune Midco 1 Limited from the ultimate parent company of the LOC Group, LOC Group Holdings Limited, the shareholders of which include pan-European investment group Bridgepoint and key employees of LOC (the “Transaction”). The purchase price consideration was a USD 20.2 million cash consideration plus two million conditional warrants in AqualisBraemar. For further details, see the stock exchange announcement dated 23 November 2020.
AqualisBraemar hereby announces that all conditions for completion of the Transaction have been fulfilled, and that the Transaction has been completed.
LOC Group, founded in 1979, is an international marine and engineering consulting firm that operates under four brand names: LOC, Innosea, Longitude and JLA (John LeBourhis). Similar to AqualisBraemar, LOC Group operates within the shipping, oil and gas and renewables sectors.
“This is a great day for both AqualisBraemar and our clients. We effectively double the size of our group, which will benefit our customers through greater capacity, improved geographical footprint and a much more complete skills base. With both companies having similar profiles it also allows us to maintain our stated ambitious growth targets in support of the global energy transition,”
David Wells, CEO in Oslo-listed AqualisBraemar
The combined group is a leading global independent offshore energy and marine consultancy firm. It will have a total of 880 employees in 67 offices in 39 countries all over the world. On preliminary pro-forma basis, the combined group has delivered revenues of USD 139 million in the past twelve months (AqualisBraemar stand-alone: USD 76 million) up until 30 September 2020, with an adjusted EBITDA of USD 12.5 million (USD 5.7 million). The joint group’s order backlog was USD 83 million (USD 28 million) at the end of the third quarter.
By joining the fast-growing specialist renewable entities of AqualisBraemar’s offshore wind consultancy firm OWC and LOC Group’s Innosea and other renewable focused units, the combined group will double its size within renewables.
The group’s strategy is to grow through continued expansion in the rapidly growing offshore renewables industry, and leverage on its position within shipping and oil and gas markets, to support the global energy transition.
“Our objective is that 50 percent of our revenues should come from the renewables sector and other sustainability and CO2-reducing activities in 2025. Reducing the carbon intensity of the offshore oil and gas and shipping industries are also key to achieving the energy transition the world requires. We will continue to support all these industries to help make this energy transition happen,” says David Wells.
AqualisBraemar and LOC Group will be trading separately until the latter part of April 2021. As resolved by the extraordinary general meeting held on 14 December 2020 (the “EGM”), the parent company of the group, AqualisBraemar ASA, will change its name to AqualisBraemar LOC ASA with effect from today.
In connection with the Transaction, AqualisBraemar has been advised by Clarksons Platou Securities AS as sole financial advisor, Advokatfirmaet Haavind AS and Eversheds Sutherland as legal advisors, and Corporate Communications AS as communication advisor.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar LOC ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar LOC ASA (OSE: Aqua) offers independent adjusting, marine and offshore consultancy to the global renewables, maritime, oil and gas and power sectors. The group has offices in 39 countries worldwide. AqualisBraemar LOC ASA operates under seven brands: AqualisBraemar, LOC, OWC, Innosea, Longitude, JLA and ABL Yacht Services.
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 – 17 December 2020
AQUALISBRAEMAR ANNOUNCES REGISTRATION OF PRIVATE PLACEMENT
Reference is made to the stock exchange notice by AqualisBraemar ASA’s (“AqualisBraemar” or the “Company”), dated 23 November 2020 regarding a private placement of 22,131,148 new shares (the “Private Placement Shares”), and the stock exchange announcement announced on 14 December 2020 regarding a completed extraordinary general meeting of the Company.
The share capital increase pertaining to Private Placement Shares has now been registered in the Norwegian Register of Business Enterprises.
AqualisBraemar’s new share capital is NOK 9,254,758.30 divided into 92,547,583 shares with a par value of NOK 0.10 per share. Each share gives one vote at the Company’s general meeting.
14,083,148 Private Placement Shares will be listed and tradeable from 17 December 2020 under an applicable exemption from prospectus requirements.
The listing of 8,048,000 of the Private Placement Shares is subject to a prospectus (the “Prospectus”) being approved by the Norwegian Financial Supervisory Authority and published by the Company and will be registered in the Norwegian Central Securities Depository on a separate ISIN pending such approval and publishing, upon which the shares will be converted to the ordinary ISIN of the Company and made tradable on Oslo Børs.
The Prospectus is expected to be published in January/February 2021.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar ASA (OSE: Aqua) offers independent consultancy services to the offshore energy (oil & gas and renewables), shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 33 countries worldwide. AqualisBraemar ASA operates under three brands:
Reference is made to the announcement made by AqualisBraemar ASA (the “Company”) 14 December 2020, regarding the resolutions passed by an extraordinary general meeting of the Company.
As a consequence of the Company’s resolution to issue 22,131,148 new shares in a private placement, the relative shareholding of Braemar Shipping Services plc (“Braemar”), represented on the Company’s Board of Directors by Ron Series, will be reduced to 20.79% of the shares and votes in the Company, passing the 25% disclosure threshold set out in Section 4-3 of the Norwegian Securities Trading Act, based on the 19,240,621 shares and votes in the Company currently held by Braemar, and an expected total number of issued shares in the Company of 92,547,583 after registration of the share capital increase related to the private placement.
As further described in the notice of and minutes from the Company’s extraordinary general meeting, Braemar will also hold 6,523,977 performance-based warrants (the “Warrants”) following the adjustment approved by the extraordinary general meeting. Assuming full vesting of the Warrants, Braemar will hold 25,764,598 shares and rights to shares corresponding to 36.59% of the shares and votes of the Company based on the current registered share capital and 27.84% of the shares and votes of the Company after registration of the share capital increase related to the private placement.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar ASA (OSE: Aqua) offers independent consultancy services to the offshore energy (oil & gas and renewables), shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 33 countries worldwide. AqualisBraemar ASA operates under three brands:
The Extraordinary General Meeting of AqualisBraemar ASA (the “Company”) has today approved the private placement (the “Private Placement”) and the conditional allocation of shares announced on 23 November 2020.
The following primary insiders, including their close associates, have been allocated offer shares at the issue price of NOK 6.10:
Gross Management AS, a company controlled by Glen Rødland, Chairman, has been allocated 4,765,574 offer shares. Following the issuance of the new shares in the Private Placement, Rødland and his close associates will own 14,790,351 shares in the Company, corresponding to 16.0% of the shares and voting rights of the Company.
David Wells, CEO, and his close associates have been allocated 175,000 offer shares. Following the issuance of the new shares in the Private Placement, Wells and his close associates will own 1,126,998 shares in the Company.
Reuben Segal, COO, and his close associates have been allocated 295,080 offer shares. Following the issuance of the new shares in the Private Placement, Segal and his close associates will own 1,798,003 shares and 135,000 share options in the Company.
Bader Diab, MD Americas, has been allocated 516,393 offer shares. Following the issuance of the new shares in the Private Placement, he will own 1,517,695 shares and 135,000 share options in the Company.
Mark McGurran, MD Marine, has been allocated 227,180 offer shares. Following the issuance of the new shares in the Private Placement, he will own 227,180 shares and 135,000 share options in the Company.
Phil Lenox, MD Asia Pacific, has been allocated 175,000 offer shares. Following the issuance of the new shares in the Private Placement, Lenox and his close associates will own 1,060,598 shares in the Company.
Svein Staalen, General Counsel, has been allocated 175,000 offer shares. Following the issuance of the new shares in the Private Placement, he will own 202,864 shares in the Company.
Haakon Brandrud, Director of Strategy and Corporate Development, has been allocated 175,000 offer shares. Following the issuance of the new shares in the Private Placement, he will own 360,200 shares and 135,000 share options in the Company.
This information is subject to disclosure requirements pursuant to section 4-2 of the Norwegian Securities Trading Act.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar ASA (OSE: Aqua) offers independent consultancy services to the offshore energy (oil & gas and renewables), shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 33 countries worldwide. AqualisBraemar ASA operates under three brands:
The Extraordinary General Meeting was held in AqualisBraemar ASA on 14 December 2020. All matters were approved as proposed in the Notice to the Extraordinary General Meeting.
Click here to download the minutes from the EGM.
For further information, please contact:
Dean Zuzic, CFO, AqualisBraemar ASA
Telephone: +47 41 43 35 60
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
AqualisBraemar ASA (OSE: Aqua) offers independent consultancy services to the offshore energy (oil & gas and renewables), shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 33 countries worldwide. AqualisBraemar ASA operates under three brands:
