Key information relating to subsequent offering to be carried out by AqualisBraemar ASA

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, 23 November 2020 – Reference is made to the stock exchange notice from AqualisBraemar ASA (the “Company”) on 23 November 2020 regarding the successful completion of a private placement of 22,131,148 new shares in the Company (the “Private Placement”) and a potential subsequent offering at the same subscription price as in the Private Placement (the “Subsequent Offering”).

Date on which the terms and conditions of the potential Subsequent Offering were announced: 23 November 2020
Last day including right: 20 November 2020
Ex date: 23 November 2020
Record Date: 24 November 2020
Date of approval: Currently not approved (see information below)
Maximum number of new shares: 5,163,934 new shares
Subscription price: NOK 6.10 per share

Other information: The Subsequent Offering is subject to (a) completion of the Private Placement, (b) approval of the authorization to the Board of Directors for the Subsequent Offering at the extraordinary general meeting in Company to be held on 14 December 2020 and (c) the publication of a prospectus approved by the Norwegian Financial Supervisory Authority. The Board of Directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Invitation to webcast in connection with LOC Group acquisition

AqualisBraemar ASA invites investors, analysts and media to a live webcast presentation following today’s announced acquisition of LOC Group. See separate stock exchange announcement dated 23 November 2020 for further details about the transaction.

Time and date: Monday 23 November 2020 at 12:00 CET

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Presenters: Glen Rødland, Chairman of AqualisBraemar, and Dean Zuzic, CFO of AqualisBraemar

Questions can be submitted during the live webcast.

Ex-dividend NOK 0.20 today

The shares in AqualisBraemar ASA will be traded ex-dividend NOK 0.20 as from today, 2 November 2020.

The record date is 3 November and the pay-out date will be on or about 10 November 2020. This brings the total dividends paid in 2020 to NOK 0.4 per share.

This information is published in accordance with the requirements of the Continuing Obligations.

Key information relating to the cash dividend to be paid by AqualisBraemar

Dividend Amount: NOK 0.20 per share
Declared currency: NOK
Last day including right: 30 October 2020
Ex-date: 2 November 2020
Record date: 3 November 2020
Payment date: On or about 10 November 2020
Date of approval: 28 October 2020

This information is published in accordance with the requirements of the Continuing Obligations.

Q3 2020 financial results

AqualisBraemar’s 2020 third quarter results

Highlights Q3 2020

• Revenues of USD 18.4 million (Q3 2019: USD 18.0m)
• Operating profit (EBIT) of USD 0.5 million (Q3 2019: Loss of USD 0.2m)
• Adjusted EBIT of USD 0.6 million (Q3 2019: USD 0.3m)
• Record growth for renewables: Up 105% from Q3 2019
• Record operating cash flow of USD 3.4 million (Q3 2019: USD -2.6m)
• Cash balance of USD 14.1 million (Q2 2020: USD 11.0m)
• Realised run-rate cost synergies up to USD 2.4 million (Q2 2020: USD 2.1m)
• Declared dividend of NOK 0.2 per share to be distributed in November

David Wells, CEO of AqualisBraemar ASA (“AqualisBraemar” or the “Company”) commented:

“In line with normal seasonality, the third quarter of 2020 was less active than previous quarters. Regardless, the business continues to show growth and improved profitability relative to the same period last year. We are delighted to present yet another quarter of record-high cash flow, as our ongoing focus on freeing up working capital is gaining traction.

OWC, our renewables arm, continues to grow rapidly, delivering organic revenue growth of 105% compared to the third quarter of 2019. Our ambition is for half of our revenues to come from renewables and other ESG driven sources by 2025. We are on track to reach that target, with OWC representing 21% of our revenues in the third quarter, up from 11% in the third quarter of 2019.

Looking ahead to the fourth quarter, we expect to see improved activity and utilisation. Despite the continued impact of travel restrictions and cautious client behaviour in many of our markets, the period has started on a positive note with several projects awards and continued strong cash flow.

Finally, we are happy to announce that the Board has proposed and declared an additional dividend of NOK 0.2 per share, to be distributed to shareholders in November. Together with the dividends paid during the second quarter, this brings the total dividend payments for 2020 to NOK 0.4 per share, corresponding to USD 3.0 million cash returned to our shareholders. We remain committed to our strategy of returning capital to our shareholders.”

A pre-recorded audio webcast presentation of the third quarter 2020 results will be released today at 14:00 CET. To view the webcast, please click here.

The slide deck for the quarterly presentation is available on www.newsweb.no and on our Reports and Presentations page.

Invitation to presentation of Q3 2020 results

AqualisBraemar ASA (“AqualisBraemar”) will release its third quarter 2020 results on Thursday, October 29, 2020 at approximately 06:00 Central European Time (CET).

The earnings release concerning the third quarter 2020 results and a corresponding slide presentation will be posted on www.newsweb.no and on our Reports and Presentations page.

An audio webcast of the quarterly results will be released the same day at 14:00 CET. To watch the webcast, please visit our webcasts page.

AqualisBraemar presents at Pareto Securities’ 27th Energy Conference 2020

CEO David Wells is scheduled to present at Pareto Securities’ 27^th Annual Energy Conference today, 16 September 2020.

The presentation can be downloaded here.

AqualisBraemar appoints CFO

AqualisBraemar ASA has appointed Dean Zuzic as the group’s new chief financial officer (CFO).

Zuzic has more than 30 years’ finance and management experience. He has recently held CFO roles at Oslo-listed seismic players TGS-NOPEC Geophysical Company ASA and Spectrum ASA. Prior to this Zuzic held CFO positions at Norwegian recycling group Norsk Gjenvinning, home textile retailer Kid Interior and Nordic retail group Plantasjen. He started his career with McKinsey & Company, and has also worked three years as an equity analyst.

Zuzic joins AqualisBraemar on 1 September 2020.

Zuzic succeeds Kim Boman, who joined as CFO in January 2016. Since then, AqualisBraemar has trebled its revenues from USD 26m in 2016 to USD 76m (last 12 months) and strengthened its financial position.

“Kim has played an instrumental role in developing AqualisBraemar since joining. He was a key contributor in the turnaround of our business and establishing a more resilient business model. He played an important part in the acquisition of Braemar Technical Services in 2019 and the subsequent integration process, including leading and developing a global finance function, which has now been successfully completed, realising significant synergies for our business. I would like to thank Kim for his tenure and at the same time welcome Dean Zuzic to the team. He is a highly experienced CFO that will be an excellent addition to our team,” says David Wells, CEO of AqualisBraemar ASA.

Kim Boman will continue to support AqualisBraemar as a key financial advisor.

For further information, please contact:

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About AqualisBraemar ASA

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 35 countries worldwide. AqualisBraemar ASA operates under three brands:

• AqualisBraemar: a leading adjusting, marine and offshore consultancy to the energy, shipping and insurance industries
• AqualisBraemar Yacht Services: a specialised marine consultant to the superyacht market
• OWC: an independent consultancy to the offshore renewables sector

Q2 2020 financial results

AqualisBraemar’s 2020 second quarter results

HIGHLIGHTS Q2 2020                      

• Revenues of USD 19.2 million (Q1 2020: USD 19.8 million. Q2 2019: USD 19.2 million pro-forma combined, USD 9.9 million Aqualis stand-alone)
• Operating profit (EBIT) of USD 1.6 million (Q1 2020: USD 1.3 million. Q2 2019: Loss of USD 0.3 million Aqualis stand-alone)
• Billing ratio of 74%
• Revenue in renewables segment up 70% compared to Q2 19
• Solid profitability across all segments
• Cost synergy target increased from USD 2.5 million to USD 2.8 million, to be realised during 2H20 and 1H21
• Operating cash flow of USD 2.6 million
• Robust financial position with cash balance of USD 11.0 million

David Wells, CEO of AqualisBraemar ASA (“AqualisBraemar” or the “Company”) commented:

“The second quarter of 2020 has presented some unique challenges to AqualisBraemar, our employees, and our clients. However, these challenges fade in comparison to those experienced by the individuals directly impacted by the COVID-19 pandemic. Our sincere thanks go out to health workers across the world, who have worked tirelessly, at great personal risk, to save lives and prevent the spread of the virus.

We are proud to present record profitability and cash flow in the quarter, especially considering the challenging business environment. Through our extensive global reach, increased remote work and enhanced digital collaborations, we have maintained a high level of service to our clients. Increased focus on capital efficiency has resulted in improved cash conversion, resulting in an improved cash position despite paying dividend to our shareholders during the quarter.

OWC, our renewables arm, continues to grow at a brisk pace delivering organic revenue growth of 70% compared to the second quarter of 2019. With several strong contract wins in 2020 so far, and an increased share of renewables related projects in our traditional business lines, we expect growth in the segment to continue. Our ambition is for 50% of our revenues to come from renewables and other ESG driven sources by 2025.

While we expect lower activity and margins in Q3 due to seasonality and the continued impact of travel restrictions and cautious client behaviour, we remain optimistic towards the development of AqualisBraemar. The integration between Aqualis and BTS has been a success, and we have identified further potential for cost synergies to be realised over the next 12 months.

Finally, we remain committed to our strategy to return capital to our shareholders and are pleased to note that our Board of Directors signals an expectation of an additional dividend during Q4 2020.”

A pre-recorded audio webcast presentation of the second quarter 2020 results will be released today at 14:00 CEST. To view the webcast, please click here.

The quarterly report and the slide deck for the quarterly presentation are available on www.newsweb.no and on our Reports and Presentations page.

For further information, please contact:

Investors and financial media

Kim Boman, CFO, AqualisBraemar ASA
Telephone: +47 959 63 912

Other media enquiries

Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no

About AqualisBraemar ASA

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 35 countries worldwide. AqualisBraemar ASA operates under three brands:

• AqualisBraemar: a leading adjusting, marine and offshore consultancy to the energy, shipping and insurance industries
• AqualisBraemar Yacht Services: a specialised marine consultant to the superyacht market
• OWC: an independent consultancy to the offshore renewables sector