Commencement of the subscription period for the rights issue
Not for distribution or release, directly or indirectly, in or into the united states or any other jurisdiction in which the distribution or release would be unlawful
Reference is made to the stock exchange announcement dated 21 June 2019 in which Aqualis ASA (“Aqualis” or the “Company”) announced that a prospectus (the “Prospectus”) has been approved in connection to the rights issue (the “Rights Issue”) of 8,882,575 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 3.96 per Offer Share (the “Subscription Price”).
Availability of the prospectus:
Subject to applicable local securities laws, the Prospectus and the subscription form for the Rights Issue may be downloaded from www.sb1markets.no.
A hard copy of the Prospectus and the subscription form may be obtained from SpareBank 1 Markets, Olav Vs Gate 5, N-0161 Oslo, Norway, tel.: +47 24 14 74 00.
Eligibility:
Shareholders registered in the Company’s shareholder register with the Norwegian Central Securities Depository (VPS) as of the expiry of 11 June 2019 (registered as such in the VPS on 13 June 2019, (the “Record Date”)) (the “Existing Shareholders”) will be granted transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue.
Allocation of Subscription Rights:
Each of the Subscriptions Rights provides preferential right to subscribe for, and be allocated, one Offer Share at the Subscription Price (subject to applicable law in the relevant jurisdiction of an Existing Shareholder).
Existing Shareholders will be allocated 0.21 Subscription Rights for each share in the Company registered as held on the Record Date, rounded down to the nearest whole Subscription Right.
For a description of restrictions in respect of allocation, acquisition and/or exercise of Subscription Rights, reference is made to Section 20 “Selling and transfer restrictions” and Section 5 “The Rights Issue” in the Prospectus.
Subscription Period:
The subscription period in the Rights Issue will commence at 09:00 hours (CET) on 24 June 2019 and expire at 16:30 hours (CET) on 8 July 2019.
Trading in Subscription Rights:
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange under the ticker “AQUA T” from 09:00 hours (CET) on 24 June 2019 to 16:30 hours (CET) on 4 July 2019 on the Oslo Stock Exchange.
Subscription Rights that are not used to subscribe for Offer Shares or sold before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The Subscription Rights may have economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not use their Subscription Rights will experience a dilution of their shareholding in the Company, see Section 5.19 “Dilution” of the Prospectus.
Subscription Price:
NOK 3.96 per Offer Share.
Underwriting:
Gross Management AS, MP Pensjon pk and Middelborg Invest AS have entered into an underwriting agreement dated 13 May 2019 pursuant to which the Underwriters have undertaken to subscribe for all Rights Issue Shares not subscribed for during the Subscription Period. For a description of the underwriting agreement, reference is made to Section 5.4 “The Underwriting” in the Prospectus.
Subscription procedure:
Subscription of Offer Shares must be made by submitting a correctly completed subscription form, and submit it to the subscription office as set out in the Prospectus within 16:30 hours (CET) on 8 July 2019 or may, for subscribers who are Norwegian residents with a Norwegian personal identification number, be made through the VPS online subscription system within the same time.
Over-subscription and subscription without Subscription Rights are permitted.
Financial Intermediaries:
If an Existing Shareholder holds shares in the Company registered through a financial intermediary as of expiry of the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of the Subscription Rights to which they will be entitled. The relevant financial intermediary will customarily supply each Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares in the Company through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Listing and Commencement of trading of the Offer Shares:
Subject to timely payment of the entire subscription amount in the Rights Issue, it is expected that the Offer Shares will be issued and delivered to the VPS accounts of the subscribers to whom they are allocated on or about 17 July 2019. The Offer Shares allocated in the Rights Issue are expected to be traded on the Oslo Stock Exchange from and including 18 July 2019.
For further details of the terms of the Rights Issue, please refer to the Prospectus.
Investors and financial media
Kim Boman, CFO, AqualisBraemar 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 AqualisBraemar ASA
AqualisBraemar ASA (OSE: Aqua) is a public listed company that, through its subsidiaries and associates, offers adjusting, marine, offshore and renewables consultancy services to the energy, shipping and insurance industries. The group employs specialist engineers, naval architects, master mariners, loss adjusters and technical consultants in 48 offices located across 5 continents in 33 countries. AqualisBraemar ASA operates under three distinct brands globally:
- 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
- Offshore Wind Consultants: an independent consultancy to the offshore renewables sector
This information is subject to disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
This announcement may not be distributed or sent into the United States or any other jurisdiction in which such distribution would be unlawful or would require registration or other measures. These materials are 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. The Company 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.