Terms of the underwritten rights issue
Reference is made to the stock exchange announcement dated 21 May 2019 regarding the proposed underwritten rights issue (the “Rights Issue”) and the private placement (the “Private Placement”) in Aqualis ASA (the “Company”) which is subject to approval by the extraordinary general meeting of the Company to be held on 11 June 2019 at 08.00 CET at the offices of Advokatfirmaet Haavind AS at Bygdøy allé 2, 0257 Oslo.
The Company has today determined the proposed subscription price for the new shares to be issued in the Rights Issue, the Private Placement, the number of new shares and the amount of the share capital increase as follows:
- The share capital of the Company is proposed to be increased by NOK 888,257.50 through the issuance of 8,882,575 new shares (the “Rights Issue Shares”) in the Rights Issue, representing a ratio of approximately 0.21 Rights Issue Shares per existing share
- Further, the share capital of the Company is proposed to be increased by NOK 437,500.00 through the issuance of 4,375,000 new shares (the “Private Placement Shares”) in the Private Placement
- The subscription price is proposed to be NOK 3.96 per Rights Issue Share and Private Placement Share, representing a discount of approximately 15 percent to the Volume Weighted Average Price of the latest 10 trading days
- The Rights Issue will result in gross proceeds to the Company of approximately NOK 35.2 million, while the Private Placement will result in gross proceeds to the Company of approximately NOK 17.3 million
Each existing shareholder will be granted approximately 0.21 subscription rights for every shares registered as held by the shareholder on 13 June 2019 (the record date). The number of subscription rights granted to each existing shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Rights Issue Share in the Rights Issue.
The proposal to increase the share capital as included in the notice of the annual general meeting of the Company will be adjusted to reflect the subscription price elements set out above. For further information on the Rights Issue, see the notice of the annual general meeting available on www.aqualis.no.
The full terms and conditions for the Rights Issue will be included in a prospectus which will be published prior to the commencement of the subscription period for the Rights Issue, expected to start on or about 18 June 2019 and end on or about 2 July 2019 at 16:30 CET. SpareBank 1 Markets AS is sole financial advisor and bookrunner for the Right Issue and Private Placement. Advokatfirmaet Haavind AS is acting as legal counsel to the Company.
Investors and financial media
Kim Boman, CFO, Aqualis ASA
Telephone: +47 959 63 912
Email: kim.boman@aqualis.no
Other media enquiries
Endre Johansen, Corporate Communications AS
Telephone: +47 41 61 06 05
Email: endre.johansen@corpcom.no
About Aqualis ASA
Aqualis ASA (OSE: Aqua) is a public company that, through its subsidiaries and associates, offers energy consultancy services to the offshore oil, gas and renewables sectors globally. The group employs experienced consultants across 19 offices in 15 countries worldwide. Aqualis ASA operates under two different brands: AqualisBraemar and Offshore Wind Consultants. AqualisBraemar is a specialized offshore marine and engineering consultancy firm, focusing on the shallow and deep-water offshore segments of the oil and gas industry. Offshore Wind Consultants is a globally focused consultancy providing independent services to the offshore renewables industry.
Important notice
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.This announcement is not an offer for sale of securities in the United States or any other country. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Aqualis does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada, Australia, Japan or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. Certain statements included within this announcement contain forward-looking information, including, without limitation, those relating to) forecasts, projections and estimates, statements of management’s plans, objectives and strategies for Aqualis, such as planned expansions, investments or other projects, management, as well as statements preceded by “expected”, “scheduled”, “targeted”, “planned”, “proposed”, “intended” or similar statements. Although Aqualis believes that the expectations reflected in such forward-looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realised.