Eqva ASA: Private placement successfully completed

03 Oct 2024 23:14 CEST

Valen, 3 October 2024: Reference is made to the stock exchange announcement by
Eqva ASA (the "Company") on 3 October 2024 (the "Announcement") regarding a
contemplated private placement of new shares in the Company through an
accelerated book-building process (the "Private Placement"). The Company has
engaged Clarksons Securities AS and Fearnley Securities AS as joint managers and
bookrunners (the "Managers") of the Private Placement.

The Company is pleased to announce that the book-building for the Private
Placement has been successfully completed. The Company decided to allocate
3,125,000 offer shares (the "Offer Shares") each at a price per Offer Share of
NOK 4.8 (the "Offer Price").

The Company intends to use the net proceeds from the Private Placement towards
business expansion through cash components in M&A transactions involving
companies that fit into its strategic focus, repayment of shareholder loans with
up to approximately NOK 2.5 million, and for general corporate purposes. The
Company is continuously looking at smaller and medium-size expansion
opportunities and intends to primarily use the proceeds both for identified and
future transactions.

The bookbuilding period for the Private Placement closed after close of trading
on Euronext Oslo Børs today. Notifications of allotment of the Offer Shares and
payment instructions are expected to be distributed to the applicants through a
notification from the Managers on 4 October 2024.

The following primary insiders in the Company and close associates of primary
insiders were allocated Offer Shares in the Private Placement at the Offer Price
as follows: Nintor AS (close associate of Tore Thorkildsen, board member of the
Company) was allocated 260,416 Offer Shares, Neve Eiendom AS (close associate of
Even Matre Ellingsen, the Company's CEO) was allocated 104,166 Offer Shares,
South Valley Invest AS (close associate of Petter Sørdahl, the Company's CFO)
was allocated 41,666 Offer Shares.

Settlement of the Offer Shares to the investors in the Private Placement, other
than to Nintor AS, is expected to take place on or about 8 October 2024 on a
delivery versus payment ("DvP") basis by delivery of existing and unencumbered
shares in the Company already admitted to trading on Euronext Oslo Børs to be
borrowed from Nintor AS (the "Share Lender"), pursuant to a share lending
agreement entered into between the Company, the Managers and the Share Lender
(the "Share Lending Agreement"). The Offer Shares delivered to applicants will
thus be tradable from allocation. Clarksons Securities AS (on behalf of the
Managers) will settle the share loan with new shares in the Company to be
resolved issued by the Board pursuant to an authorisation to increase the share
capital of the Company granted by the Company’s annual general meeting on 27
June 2024 (the "Board Authorisation"). Delivery of the Offer Shares allocated to
the Share Lender (the "Remaining Shares") will be made by issuance of new shares
pursuant to the Board Authorisation and delivery will be made as soon as
possible after registration of the share capital increase pertaining to the
issue of the Remaining Shares in the Norwegian Register of Business Enterprises
("NRBE") and the issue and registration of the Remaining Shares in the VPS. The
Remaining Shares cannot be traded on Euronext Oslo Børs before the share capital
increase pertaining to the issuance of the Remaining Shares has been registered
with the NRBE.

Following registration of the share capital increase, the Company will have a
share capital of NOK 3,755,615.80 divided into 75,112,316 shares, each with a
par value of NOK 0.05.

The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. The Board has
carefully considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Private Limited Companies Act, the
Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule
Book II for companies listed on Euronext Growth Oslo and Euronext Oslo Børs'
Guidelines on the rule of equal treatment.

The Board is of the view that it will be in the common interest of the Company
and its shareholders to raise equity through a private placement, in particular
because the Private Placement enables the Company to fund business expansion
through cash components in M&A transactions involving companies that fit into
its strategic focus, and for general corporate purposes. Prior to initiating the
Private Placement the Company conducted a marked sounding to gauge the investor
interest from existing shareholders and further to this the offer to participate
in the Private Placement have been extended through contacting shareholders
representing a substantial majority of the shares in the Company’s. It has also
been taken into consideration that the Private Placement is based on a publicly
announced accelerated bookbuilding process. The private placement represents a
limited increase in the share capital and thereby a limited dilution for
existing shareholders. Maintaining a pro-rata ownership to reduce or avoid the
dilutive effect is deemed feasible through market transactions.

Further, the private placement structure has reduced execution and completion
risk compared to a rights issue, as it enables the Company to raise equity
efficiently and in a timely manner, with a lower discount to the current trading
price, at a lower cost and with a significantly reduced completion risk compared
to a rights issue.

Advokatfirmaet Selmer AS is acting legal advisor to the Company.

For further information, please contact:
Even Matre Ellingsen, CEO
Phone: +47 990 05 500
Petter Sørdahl, CFO
Phone: +47 917 56 147

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation (MAR) and is subject to the disclosure requirements
pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock
exchange announcement was published by Petter Sørdal, CFO in Eqva ASA, at the
time and date stated above in this announcement.

About Eqva ASA
Eqva ASA is a knowledge-based active owner of engineering, construction and
service companies that contribute to the green transition in maritime, power
intensive and renewable industries.

The group has a well-diversified product and market portfolio, and further
growth will be established through a combination of company-based development,
utilization of synergies between the companies in the group as well as
value-creating M&A activities.

Key companies in the group are BKS and Fossberg Kraft, each building on decades
of experience and widely recognized by clients in a broad range of industries.

Important notice
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

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 "US Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering 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 US Securities Act.

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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with
any applicable implementing measures in any Member State). This communication is
only being distributed to and is only directed at persons in the United Kingdom
that are (i) 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) high net worth entities, and other persons to whom
this announcement may lawfully be communicated, falling within Article 49(2)(a)
to (d) of the Order (all such persons together being referred to as "relevant
persons").

This communication must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
communication relates is available only for 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 or include certain
forward-looking statements. Forward-looking statements are statements that are
not historical facts and may include, without limitation, any statements
preceded by, followed by or including words such as "aims", "anticipates",
"believes", "can have", "continues", "could", "estimates", "expects", "intends",
"likely", "may", "plans", "projects", "should", "target" "will", "would" and
words or expressions of similar meaning or the negative thereof. These
statements are based on the management’s current views and assumptions and
involve both known and unknown risks and uncertainties and assumptions that are
within and outside the management's control. Although the Company believes that
the expectations implied in any such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to be correct.
Actual results, performance or events may differ materially from those set out
or implied in the forward-looking statements. No representation is made that any
of these forward-looking statements or forecasts will come to pass or that any
forecast result will be achieved. The forward-looking statements included in
this announcement represent the Company's views as of the date of this
announcement and subsequent events and developments may cause the Company's
views to change. The Company disclaims any obligation to update forward-looking
information except as required by law. Readers should not place undue reliance
on any forward-looking statement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of its 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 its affiliates accepts any liability arising from the use of
this announcement.

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.

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