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.
AQUALISBRAEMAR ANNOUNCES SUCCESSFULLY COMPLETED PRIVATE PLACEMENT
Reference is made to the stock exchange notice dated 23 November 2020 regarding AqualisBraemar ASA’s (“AqualisBraemar” or the “Company”) agreement to acquire all the issued and outstanding shares in Neptune Midco 1 Limited from the ultimate parent company of the LOC Group, LOC Group Holdings Limited (the “Transaction”), the shareholders of which include pan-European investment group Bridgepoint and key employees of LOC.
To partly finance the Transaction as well as for general corporate purposes, the Company’s board of directors (the “Board”) has resolved, subject (inter alia) to approval by the Company’s extraordinary general meeting expected to be held on or about 14 December 2020 (the “EGM”), a private placement of 22,131,148 new shares (the “Offer Shares”) raising gross proceeds of approximately NOK 135 million, equivalent to approximately USD 15 million (the “Private Placement”). The Offer Shares correspond to approx. 31.4% of the issued and outstanding shares in the Company. The subscription price in the Private Placement of NOK 6.10 per Offer Share represents a 6.9% discount to the last closing price of NOK 6.55 per share.
The Private Placement took place through a bookbuilding process managed by Clarksons Platou Securities AS, Nordea Bank abp, filial i Norge and SpareBank 1 Markets AS as Joint Lead Managers and Bookrunners (the “Managers”), and the application period for the Private Placement closed at 17:00 (CET) on 22 November 2020.
Both existing shareholders and new investors applied for Offer Shares in the Private Placement. Allocation of the Offer Shares by the Board, subject to final determination by the EGM, focused on criteria such as existing ownership, size and time of subscription, perceived investor quality and investment horizon. Notice of conditional allocation of the Offer Shares is expected to be sent on or about today, 23 November 2020.
Completion of the Private Placement is subject to the approval of issuance of the Offer Shares by the EGM. Shareholders representing approximately 75.4% of the shares and share capital in AqualisBraemar have undertaken to vote in favour of, inter alia, the Private Placement at the EGM.
The Offer Shares are expected to be delivered to investors on or about 17 December 2020, whereof 8,047,861 Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange, pursuant to a share lending agreement entered into between the Company, SpareBank 1 Markets AS (on behalf of the Managers) and Gross Management AS. The share loan will be settled with new shares in the Company following, and subject to, approval by the EGM. The shares to be redelivered to Gross Management AS will be issued on a separate ISIN and will not be tradable on the Oslo Stock Exchange until a listing prospectus has been approved by the Financial Supervisory Authority of Norway (the “NFSA”), excepted around the end of January 2021 (the “Prospectus”).
Following registration of the new share capital pertaining to the Private Placement, the Company will have 92,547,583 shares outstanding, each with a par value of NOK 0.10.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014 and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity in order to conclude the Transaction and that such equity is raised through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company was in a position to raise capital in an efficient manner in the prevailing volatile capital market, with significantly lower completion risks compared to a rights issue, and, importantly, to secure financing for the Transaction in time to satisfy a condition from the sellers for entering into the Transaction agreement. Subject to completion of the Private Placement, the Board will consider carrying out a subsequent offering raising gross proceeds of up to approximately NOK 31.5 million, equivalent to approximately USD 3.5 million, directed towards existing shareholders in the Company as of the end of trading on 20 November 2020 (and as registered in the VPS as of the end of 24 November 2020) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action who were not allocated shares in the Private Placement (the “Eligible Shareholders”) (the “Subsequent Offering”). The Eligible Shareholders will be granted non-tradable subscription rights. The subscription period in a Subsequent Offering, if implemented, is expected to commence shortly after publication of the Prospectus. The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the subsequent offering considered, the Board has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
The following primary insiders have been allocated shares in the Private Placement:
• Gross Management AS, a company controlled by Chairman of the Board Glen Rødland (4,765,574 shares)
• Bader Diab, Regional MD Americas (516,393 shares)
• Reuben Segal, COO and Board Member (295,080 shares)
• Mark McGurran, Group MD Marine (227,180 shares)
• David Wells, CEO (175,000 shares)
• Phil Lenox, Regional MD Asia (175,000 shares)
• Svein Staalen, General Counsel (175,000 shares)
• Haakon Brandrud, Director of Strategy and Corporate Development (175,000 shares)
Additionally, the following members of LOC Group management have been allocated shares in the Private Placement:
• Charles Honner, AqualisBraemar, MD Adjusting Americas (175,000 shares)
• RV Ahilan, LOC Group, CEO (737,705 shares)
• Alex Harrison, LOC Group, Director Energy Services (175,000 shares)
Advokatfirmaet Haavind AS has acted as legal counsel to the Company.
IMPORTANT INFORMATION
These materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
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 made by and, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. 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 Managers nor any of their 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.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
