Nordic Aqua Partners AS: Fully covered contemplated private placement

22 Nov 2023 16:33 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES,
OR ANY OTHER 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.

Nordic Aqua Partners AS (the "Company") contemplates a private placement of
approx. NOK 100 million (the "Offer Size"), equivalent to 1,434,721 new shares
(the "Offer Shares") offered by the Company (the "Private Placement"), at a
fixed offer price of NOK 69.70 per Offer Share (the "Offer Price"). The Company
has received pre-commitments of in total NOK 100 million at the Offer Price in
the Private Placement from the Pre-Committing Investors (as defined below), such
that the full Offer Size is covered.

Pareto Securities AS and SpareBank 1 Markets AS (the "Managers") have been
retained as joint lead managers and joint bookrunners to advise on and carry out
the Private Placement.

The net proceeds to the Company from the Private Placement will be used to
increase operational flexibility and establish a financial buffer.

The application period for the Private Placement commences today, 22 November
2023, at 16:30 CET, and is expected to close on 23 November 2023 at 08.00 CET
(the "Application Period"). The Company, after consultation with the Managers,
reserves the right to, at any time and in its sole discretion, close or extend
the application period or to cancel the Private Placement in its entirety and
for any reason.

Certain existing investors in the Company has pre-committed to subscribe in the
Private Placement (the "Pre-Committing Investors"), including:

· Israel Corporation LTD (owns ~9.26%) has pre-committed to subscribe for NOK
9.23 million at the Offer Price.
· Aino AS (member of the Company's board of directors (the "Board") Aino
Olaisen owns ~1.09%) has pre-committed to subscribe for NOK 2.18 million at the
Offer Price.
· Maringto AS (chairman of the Board Atle Eide owns ~0.77%) has pre-committed
to subscribe for NOK 1.54 million at the Offer Price.
· Kontrari AS (represented on the Board by Vegard Gjerde owns 25.96%) has pre
-committed to subscribe for NOK 87.05 million at the Offer Price.

Kontrari AS may be scaled back if other existing shareholders in the Company
decide to participate in the Private Placement.

The Private Placement will be directed towards investors subject to, in each
case, applicable exemptions from relevant prospectus, filing and registration
requirements, (i) outside the United States in reliance on Regulation S under
the US Securities Act of 1933 as amended (the "US Securities Act") and (ii) in
the United States to "qualified institutional buyers" ("QIBs") as defined in
Rule 144A under the US Securities Act and to major U.S. institutional investors
under SEC Rule 15a-6 under the United States Exchange Act of 1934.

The minimum application and allocation amount have been set to the NOK
equivalent of EUR 100,000. The Company may offer and allocate an amount below
the NOK equivalent of EUR 100,000 in the Private Placement to the extent
exemptions from prospectus requirements, in accordance with applicable
regulations, including Regulation (EU) 2017/1129 on prospectuses for securities
(the "EU Market Abuse Regulation") and ancillary regulations, are available.

Completion of the Private Placement (by delivery of Offer Shares to investors)
is subject to: (i) the Board resolving to consummate the Private Placement and
conditionally allocate the Offer Shares, (ii) the EGM (as defined below)
resolving to approve the Private Placement and issue the Offer Shares, and (iii)
the Share Lending Agreement (as defined below) remaining in full force and
effect.

Allocation of the Offer Shares in the Private Placement will be determined at
the sole discretion of the Board (in consultation with the Managers) at the end
of the Application Period, subject to final resolution to complete the Private
Placement by an extraordinary general meeting of the Company expected to be held
on or about 14 December 2023 (the "EGM"). The Board will focus on criteria such
as (but not limited to) pre-commitments, indications from the wall-crossing
phase of the Private Placement, current ownership in the Company, timeliness of
the application, price leadership, relative order size, sector knowledge,
perceived investor quality and investment horizon.

Notification of conditional allocation and payment instructions is expected to
be sent by the Managers on or about 23 November 2023, subject to any shortening
or extension of the Application Period.

The Offer Shares allocated in the Private Placement will be tradable on Euronext
Growth Oslo after approval of the Private Placement by the EGM, expected on or
about 14 December 2023. The Company will announce when such approval has been
given, and the allocated Offer Shares are not tradable until such announcement
has been made.

The date for settlement of the Private Placement is expected to be on or about
18 December 2023, subject to, among other things, any shortening or extensions
of the Application Period, the actual date of the EGM, and the fulfillment of
the Conditions. Settlement of the Private Placement will be on a delivery versus
payment basis, to be facilitated by delivery of existing and unencumbered shares
in the Company already admitted to trading on Euronext Growth Oslo pursuant to a
share lending agreement (the "Share Lending Agreement") expected to be entered
into between Kontrari AS as share lender, the Company, and Pareto Securities AS
(the "Settlement Agent"). The Settlement Agent will settle the shares borrowed
from Kontrari AS with a corresponding number of new shares in the Company
following a resolution to issue such shares by the EGM.

The contemplated Private Placement involves that the shareholders' preferential
rights to subscribe for and be allocated the Offer Shares are set aside. The
Board has considered the structure of the equity raise in light of the equal
treatment obligations under the Norwegian Private Limited Companies Act, the
rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo
Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the
view that it is in the common interest of the Company and its shareholders to
raise equity through a private placement. A private placement will reduce
execution and completion risk and allows for the Company to utilize current
market conditions and raise capital more quickly, at a lower discount compared
to a rights issue and without the underwriting commissions normally seen with
rights offerings.

Advokatfirmaet Schjødt AS is acting as legal counsel to the Company in
connection with the Private Placement.

This information is considered to be inside information pursuant to the EU
Market Abuse Regulation.

This stock exchange announcement was published by Hjalti Hvítklett, CFO of
Nordic Aqua Partners A/S, on 22 November 2023 at 16:30 CET.

For further queries, please contact:

Hjalti Hvítklett, CFO, +298 221222, hjalti@nordicaquapartners.com

Important information:

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 "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 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 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
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The "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.

The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Manager assume any responsibility in the event there is a
violation by any person of such restrictions. The distribution of this release
may in certain jurisdictions be restricted by law. Persons into whose possession
this release comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. 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 "believe", "expect", "anticipate", "strategy", "intends",
"estimate", "will", "may", "continue", "should" 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
believe 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 their 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 Company does not make any guarantee that the assumptions
underlying the forward-looking statements in this announcement are free from
errors nor does it accept any responsibility for the future accuracy of the
opinions expressed in this announcement or any obligation to update or revise
the statements in this announcement to reflect subsequent events. You should not
place undue reliance on the forward-looking statements in this announcement. 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. 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. 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 announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation as implemented in any Member State.

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