Aqua Bio Technology ASA - Contemplated Private Placement

17 Oct 2024 17:48 CEST

17.10.2024 17:48:42 CEST | Aqua Bio Technology ASA | Inside information

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.



Aqua Bio Technology ASA ("ABT" or the "Company") hereby announces a contemplated
conditional private placement of 19 million new shares towards the shareholders
of Jetcarrier AS and minimum 18.33 million and maximum 22 million new shares
(together, the "New Shares") towards certain new investors and certain existing
shareholders, at a fixed subscription price of NOK 3 per New Share (the "Private
Placement"). The Company further contemplates to carry out a subsequent offering
towards eligible shareholders.



Reference is also made to the stock exchange announcement by the Company earlier
today, 17 October 2024, regarding the entry into of a share purchase agreement
for the purchase of all outstanding shares in Jetcarrier AS, between the Company
(as purchaser) and the shareholders of Jetcarrier AS (as sellers) (the "
Acquisition"). Through the share purchase agreement, the shareholders of
Jetcarrier AS have committed to subscribe for in total 19 million New Shares in
the Private Placement, as partial settlement for the purchase price under the
share purchase agreement.



The Private Placement



Through the Private Placement, the Company is offering New Shares for gross
proceeds of minimum NOK 112 million and maximum NOK 123 million. The
subscription price in the Private Placement is a fixed price of NOK 3 per New
Share.



The Company has already received binding pre-commitments for 18.33 million New
Shares offered in the Private Placement, including subscriptions for above NOK
27 million from chairman Jon Olav Ødegård, board member Jan Pettersson, CFO Jan
Varming, former board member Roger Hofseth, and Kristian Fiala and Ørjan
Pedersen, the former majority owners of ABT's subsidiaries' Cover Brands AS and
3D Innovation Nordic AS, through their respective closely associated investment
companies.



The application period for the Private Placement commences today at 17:30 CEST
and closes on 18 October 2024 at 08:30 CEST. The Company may, in its own
discretion, extend or shorten the application period at any time and for any
reason.



Allocation of New Shares will be conditionally determined by the board of
directors of the Company (the "Board"), in its sole discretion, shortly after
the close of the application period. The Board will focus on criteria such as
(but not limited to) current ownership in the Company, timeliness of the
application, relative order size, sector knowledge, perceived investor quality
and investment horizon.



The net proceeds from the Private Placement will be used to repay outstanding
debt and for general corporate purposes.



The issuance of the New Shares in the Private Placement is, among other things,
subject to all necessary corporate resolutions for consummating the Private
Placement having been validly passed, including approval of the pertaining share
capital increase by an extraordinary general meeting of the Company (the "EGM"),
to be held on or about 12 November 2024. A notice for the EGM will be
distributed in due course. Completion of the Private Placement is further
subject to (i) completion of the Acquisition having occurred, (ii) valid
subscription of the New Shares and the allocated New Shares having been fully
paid, and (iii) registration of the share capital increase pertaining to the
Private Placement with the Norwegian Register of Business Enterprises.



The New Shares will be delivered to the investors in the Private Placement as
soon as practically possible after the registration of the share capital
increase pertaining to the Private Placement, expected on or about 14 November
2024, initially on a separate ISIN as the listing of the New Shares requires the
preparation and publication of a prospectus approved by the Norwegian Financial
Supervisory Authority.



The Private Placement constitutes a deviation from the preferential right of the
shareholders to subscribe for the New Shares. The Board, together with the
Company's management, has considered various transaction alternatives to secure
new financing. Based on an overall assessment, taking into account inter alia
the need for funding, execution risk and possible alternatives, the Board has on
the basis of careful considerations decided that the Private Placement is the
alternative that best protects the Company's and the shareholders' joint
interests. Thus, the deviation of the preferential rights inherent in a share
capital increase through issuance of New Shares is considered necessary.
Further, the Board has considered that the Subsequent Offering (as defined
below) will (if implemented) mitigate some of the dilutive effect on the
shareholdings who did not participate in the Private Placement.



The Subsequent Offering



In order to reduce the dilution resulting from the issuance of the New Shares,
the Company contemplates to launch a subsequent offering (the "Subsequent
Offering") of new shares (the "Offer Shares") at a subscription price of NOK 3
per Offer Share (i.e. the same subscription price as for the New Shares). The
Board will assess the need for a Subsequent Offering following expiry of the
application period in the Private Placement and provide further information at
such time.



* * *



For further information, please contact Jan Varming, CFO, telephone +47 90 83 90
76.



Aqua Bio Technology (ABT) is developing and commercializing sustainable
biotechnology for use in skincare products. ABT's cosmetics ingredients are
highly effective, and they provide the cosmetics industry with natural
alternatives to traditional ingredients. ABT is also marketing and distributing
natural skincare products developed by partners towards consumers and
professional users. ABT's focus on commercialization and development of natural
ingredients and natural skincare products has been, and will continue to be, an
important part of the Company's strategy going forward. ABT is listed on the
Euronext Expand market of the Oslo Stock Exchange.



* * *



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 MAR article 17 and section 5-12 of the Norwegian Securities Trading
Act.



The stock exchange announcement was published by CFO Jan Varming on the time and
date provided.



IMPORTANT INFORMATION



This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The information contained herein shall not

constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.



This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, Hong Kong or the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.



This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.



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.



This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.



The Company 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.

DISCLOSURE REGULATION

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

CONTACTS

* Jan Aas Varming, CFO, Aqua Bio Technology ASA, +47 908 39 076,
jan@aquabiotech.no

ABOUT AQUA BIO TECHNOLOGY ASA

Aqua Bio Technology (ABT) is developing and commercializing sustainable
biotechnology for use in skin care products. ABT's cosmetics ingredients are
highly effective and they provide the cosmetics industry with natural
alternatives to traditional ingredients. ABT is also marketing and distributing
natural skin care products developed by partners towards consumers and
professional users. Aqua Bio Technology is listed on Euronext Expand.

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