Completion of the offering and registration of capital increase in Aquaporin A/S
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein shall be construed as an offering of securities. No one should purchase or subscribe for any securities in Aquaporin A/S except on the basis of information in the prospectus published by Aquaporin A/S in connection with the offering and admission of the shares to trading and official listing on Nasdaq Copenhagen A/S. Copies of the prospectus (the “Prospectus”) are available at the Company’s registered office and, subject to certain exceptions, through the website of the Company.
Company announcement no. 12/2021
With reference to company announcement no. 1/2021 dated 14 June 2021 regarding the publication of prospectus, and no. 5/2021 dated 28 June 2021 regarding the results of the initial public offering (the “Offering”) and admission to trading and official listing of the shares of Aquaporin A/S (“Aquaporin” or the “Company”) on Nasdaq Copenhagen A/S, Aquaporin hereby announces completion of the Offering.
The Offering was completed today and the admission to trading and official listing on Nasdaq Copenhagen A/S also becomes unconditional today. The offer shares allocated to investors as described in company announcement no. 5/2021 dated 28 June 2021 have been settled.
In connection with completion and settlement of the Offering, the Company has today carried out a capital increase of nominally DKK 1,445,087 consisting of 1,445,087 shares of a nominal value of DKK 1 each, that were issued in connection with the Offering as described in the prospectus of 14 June 2021.
Following the capital increase and in accordance with the disclosure requirements in section 32 of the Danish Capital Markets Act,the share capital of Aquaporin consists of 10,079,301 shares of a nominal value of DKK 1 each. Each share of DKK 1 carries one vote at Aquaporin’s general meetings and accordingly the number of voting rights in Aquaporin are 10,079,301.
The existing shares and the new shares issued as a result of the offering were admitted to trading with effect from 28 June 2021 under the temporary ISIN DK0061555299 on Nasdaq Copenhagen in the form of temporary purchase certificates representing the shares. Today, 30 June 2021, is the last day of trading of the temporary purchase certificates. The first day of trading in, and official listing of, the Company's shares on Nasdaq Copenhagen is expected to be 1 July 2021. The temporary purchase certificates will automatically be exchanged in VP Securities A/S ("VP Securities") for a corresponding number of shares in the Company on or around 2 July 2021. In connection with the exchange in VP Securities A/S, the Temporary Purchase Certificates will cease to exist.
Accordingly, after trading has closed on Nasdaq Copenhagen A/S on 30 June 2021, all future trading in Aquaporin’s shares on Nasdaq Copenhagen A/S will continue and settle under the permanent ISIN DK0061555109 under the symbol “AQP”
Updated Articles of Association have been registered with the Danish Business Authority and can be found at www.aquaporin.com. The information contained on, or accessible through, our website is not incorporated by reference into this company announcement, and you should not consider any information contained in, or that can be accessed through, our website as part of this company announcement. We have included our website address as an inactive textual reference only.
For further information, please contact:
Niels Heering, Chairman
Peter Holme Jensen, CEO
Mikkel Tanderup, Head of Investor Relations
Contact information: +45 53 55 55 05, investorrelations@aquaporin.com
About Aquaporin
The Company is a water technology company headquartered in Denmark with operations in Denmark, Singapore and the United States. The aim of the Company’s technology is to contribute to a more sustainable world by focusing on encouraging responsible consumption of water. As a result, the Company is committed to developing and providing cost-efficient, sustainable and environmentally responsible solutions to the growing need for access to clean drinking water, treating and reusing wastewater and improving concentration and separation performance. For this purpose, the Company has developed a proprietary and patent-protected formulation for the protein aquaporin, which enables a high rejection rate of pollutants, high recovery rate of clean water and low energy consumption. The Company’s proprietary technology, Aquaporin Inside®, is based on Nobel Prize-winning research and used to clean and reuse water in our homes and in the industrial water and food and beverage industry. Aquaporin works with customers and partners around the globe to sustainably treat industrial wastewater, concentrate food and beverage products and enhance drinking water quality and accessibility. Read more on www.aquaporin.com
Important notice
This announcement does not constitute a prospectus as defined by Regulation (EU) No. 2017/1129 of 14 June 2017 and nothing herein contains an offering of securities. No one should purchase or subscribe for any securities in Aquaporin A/S (the “Company”), except on the basis of information in the prospectus published by the Company in connection with the offering and admission of such securities to trading and official listing on Nasdaq Copenhagen A/S. Copies of the prospectus is available from the Company's registered office and, subject to certain exceptions, on the website of the Company.
This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by the Company in any jurisdiction where such offer or sale would be unlawful and this announcement and the information contained herein are not for distribution or release, directly or indirectly, in or into such jurisdictions.
This announcement and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”). This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities of Aquaporin A/S have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make any offering of the securities in the United States.
In any member state of the European Economic Area (“EEA Member State”), other than Denmark, this announcement is only addressed to, and is only directed at, investors in that EEA Member State who fulfil the criteria for exemption from the obligation to publish a prospectus, including qualified investors, within the meaning of Regulation (EU) No. 2017/1129 of 14 June 2017.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) "qualified investors" (as defined in the UK Prospectus Regulation) who are (a) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (b) high net worth entities falling within Article 49(2)(a) – (d) of the Order (the persons described in (i) and (ii) above together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Danske Bank A/S (the “Global Coordinator”) and its respective affiliates are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Offering. The Global Coordinator will not regard any other person as its respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to its respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement and/or other matter referred to herein. In connection with the Offering, the Global Coordinator and any of its affiliates, acting as investors for their own accounts, may purchase or subscribe for shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related instruments in connection with the Offering or otherwise. Accordingly, references in the Prospectus to the shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Global Coordinator and any of its affiliates acting as investors for their own accounts. The Global Coordinator does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Stabilization
In connection with the Offering, the Global Coordinator in its capacity as stabilizing manager (or persons acting on behalf of the Global Coordinator) may over-allot shares or effect transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail. Otherwise, there is no assurance that the Global Coordinator (or persons acting on behalf of the Global Coordinator) will undertake stabilization. Any stabilization action may begin on or after the date of commencement of trading of the temporary purchase certificates on Nasdaq Copenhagen and, if begun, may be ended at any time, but it must end no later than 30 days after the commencement of trading of the temporary purchase certificates on Nasdaq Copenhagen.
Information for distributors
Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 of 7 April 2016 supplementing MiFID II with regard to safeguarding of financial instruments and funds belonging to clients, product governance obligations and the rules applicable to the provision or reception of fees, commissions or any monetary or non-monetary benefits; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares that are the subject of the Offering (the "Offered Shares") have been subject to a product approval process, which has determined that the Offered Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Offered Shares may decline and investors could lose all or part of their investment; the Offered Shares offer no guaranteed income and no capital protection; and an investment in the Offered Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Global Coordinator will only procure investors who meet the criteria of professional clients and eligible counterparties (except for a public offering to investors in Denmark conducted pursuant to this Prospectus that has been approved by and registered with the Danish Financial Supervisory Authority).
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Offered Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Offered Shares and determining appropriate distribution channels.