Bawat Publishes Prospectus In Connection With Listing On Nasdaq First North Premier Growth Market Stockholm

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Stockholm, Sweden, March 1, 2022: Bawat Water Technologies AB (“Bawat” or the “Company”) a Danish based maritime Greentech engineering company committed to the creation and commercialisation of a more environmentally friendly solution to the problem of ballast water, hereby publishes its prospectus and announces the price of the offering (the “Offering”) and listing of its shares on Nasdaq First North Premier Growth Market in Stockholm. Nasdaq Stockholm AB has made the assessment that the Company fulfils the applicable listing requirements, provided that certain customary conditions are met. The first day of trading is expected to be March 28, 2022. Upon full subscription of the Offering, Bawat will receive SEK 44.9 million before costs. A group of existing shareholders and new investors have undertaken to acquire Units in the Offering for an amount of SEK 23.3 million. Furthermore, depending on the result of the Offering, The Danish Green Investment Fund (Danmarks Grønne Investeringsfond) and the Danish Maritime Fund (Den Danske Maritime Fond) will set off previous loans amounting up to SEK 21.3 million against new shares in the Company at a subscription price corresponding to the Offering share price. Bawat announced its intention to list its shares on Nasdaq First North Premier Growth Market on January 19, 2022.

The Offering in brief

• The Offering consist of 2,300,000 Units. Each Unit consist of three (3) new shares in Bawat and one (1) warrant of series TO1 (together “Units”).
• The subscription price is SEK 19.5 per Unit, corresponding to SEK 6.5 per share and a Company valuation of approximately SEK 200 million before the Offering. The warrants of series TO1 are issued free of charge.
• The Offering also includes an option to issue up to 1,150,000 additional Units in case of oversubscription (the “Oversubscription Option”).
• Upon full subscription of the Offering, Bawat will receive SEK 44.9 million before costs related to the Offering. If the full Oversubscription Option is utilized, Bawat will receive an additional SEK 22.4 million in proceeds before cost.
• Each warrant of series TO1 entitles the holder to subscribe for one (1) new share in the company during a 14-day period following the publication of the Company’s Q1 2023 report.
• The exercise price for the warrants of series TO1 will correspond to 70 percent of the Volume Weighted Average Price (VWAP) of Bawat’s shares on Nasdaq First North Premier Growth Market in the ten-day period leading up to two trading days before the publication of the Company’s Q1 2023 report but at least SEK 6.2 and not more than SEK 13.
• If all the warrants of series TO1 are exercised, the Company may receive up to an additional SEK 44.9 million before costs. Hence, the total proceeds to Bawat from the Offering, including warrants of series TO1 and the Oversubscription Option could amount up to SEK 112.13 million before costs.
• Certain existing shareholders, including members of the board of directors and senior management, and a group of new investors have undertaken to subscribe Units in the Offering for an amount of SEK 23.3 million, corresponding to 52% of the Offering.
• Immediately following the announcement of the result of the Offering, the Danish Green Investment Fund and the Danish Maritime Fund will set off previous loans amounting up to SEK 21.3 million against new shares in the Company at a subscription price corresponding to the Offering share price.
• Existing shareholders in Bawat holding more than 5% and members of senior management have agreed not to sell any shares held immediately prior to the Offering for a period of twelve (12) months after the first day of trading.
• The prospectus is available from today March 1, 2022, and will be passported to Denmark, Norway, and Finland from March 2, 2022.
• The subscription period runs from March 3 through March 17, 2022, both days included.
• The new shares will be issued under the ISIN code SE0017487424. The warrants of series TO1 will be issued under ISIN code SE0017563265.
• The first day of trading in the shares and warrants of series TO1 on NASDAQ First North Premier Growth Market is expected to be March 28, 2022. The shares and the warrants of series TO1 will be trading under the trading symbol BAWAT.

Background to the Offering

The full implementation of IMO’s Ballast Water Management Convention from September 2024 effectively means that all new merchant ships today (approximately 1,700 new builds worldwide per year) will be delivered with a ballast water treatment system on board. Another approximately 40,000 existing ships will need to have a ballast water treatment system retrofitted over the coming years. Furthermore, the Company believes harbours around the world will see an advantage in being able to offer port-side ballast water treatment services for ships that for one reason or another cannot comply. Bawat is active in all three market segments which the Company estimates represent a combined market opportunity of at least USD 10 billion.

Bawat estimates that more than EUR 18 million in total has been spent since 2011 to develop its heat-based system. The technical risks of the solution have been eliminated and the first commercial sale took place in 2019, with good subsequent market traction and additional installations despite the corona pandemic. However, to truly capture the opportunity presented by the uniqueness of Bawat’s solution, more capital is needed to strengthen, among other things, the Company’s sales- and marketing functions. Furthermore, in a global business-to-business market, a strong balance sheet combined with the transparency and reputation benefits offered by a public listing, will in the board’s opinion strengthen Bawat’s competitive position.

The proceeds of the Offering of SEK 44.9 million before cost will be applied to the Company’s commercial objectives under the following headlines (in order of priority):

• Sales and marketing (approximately 50-60% of the Offering)

Most of the proceeds from the Offering will be directed towards expanding the Company’s global sales network to ensure brand name recognition and technology awareness across all relevant regions. This requires a combination of investments into hiring additional sales and marketing personnel and the continued development of the Company’s indirect sales channels, including its international network of sales agents.

• Investments (approximately 20-25% of the Offering)

Although it is an important part of the Company’s business strategy to operate an asset light business model, the Company will make selected investments into containerized shore-based systems in support of the Company’s innovative service model. These investments will be made to make sure the already identified demand for rental equipment is met as soon as possible.

• Organisation (approximately 10-15% of the Offering)

A smaller amount of the proceeds from the Offering will be used to cover for the cost of growing a technical back-up and execution organisation.

If the Oversubscription Option and the warrants of series TO1 lead to further proceeds of up to SEK 67.3 million before cost, the Company will utilise those additional proceeds to further ramp up its sales and marketing activities.

Timetable for the Offering

Prospectus

A prospectus with full terms and conditions regarding the Offering is available on Bawat’s website (www.bawat.com), Nordnet’s website (www.nordnet.se) and the Swedish Financial Supervisory Authority’s website (www.fi.se). The prospectus will be passported to Denmark, Norway, and Finland and thus also available for Danish, Norwegian, and Finnish investors from March 2, 2022.

Advisors

Translution Capital is the Company’s financial advisor in the IPO. Nordnet Bank is selling agent, whereas Nordic Issuing is the Company’s issuing agent. Advokatfirman Lindahl KB and Gorrissen Federspiel are the Company’s legal advisor for Swedish and Danish legal matters, respectively.

Certified Adviser

Svensk Kapitalmarknadsgranskning AB

Telefon: +46 11 32 30 732 

ca@skmg.se

For further information, please contact:

Marcus P. Hummer, CEO

Telephone: +45 8870 8803
E-mail: mph@bawat.com

ABOUT BAWAT

Bawat markets its patented ballast water management system globally, a cost efficient, flexible, and sustainable solution to the problem of ballast water treatment. While ballast water is essential for modern shipping operations, it also poses serious ecological, economic and health problems due to the multitude of marine species and pathogens inadvertently transferred between ecosystems when the ballast water is dumped. Using otherwise wasted excess onboard engine heat to achieve pasteurization, Bawat’s system offers several advantages over other ballast water treatment technologies. In addition to negligible operating cost and environmental impact, the advantages include better efficacy, the absence of harmful chemicals, and not least, the ability to function equally well in seawater, brackish water, and freshwater. Bawat’s system is suited for on-board vessel solutions and at-port (land based) containerized installations and is the only heat-based system on the market today. The system is approved by both the International Maritime Organization and the U.S. Coast Guard.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Bawat in any jurisdiction, neither from Bawat nor from someone else.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold within 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”), 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 a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into the Unites States, Australia, Canada, Hong Kong, Japan, New Zeeland, Singapore, South Africa or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the “Prospectus Regulation”) and has not been approved by any regulatory authority in any jurisdiction. However, a prospectus, corresponding to an EU Growth Prospectus regarding the Offering described in this press release, has been prepared and published by the Company. The prospectus has been scrutinized and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen), being the national competent authority, and is available on the Company's and the Swedish Financial Supervisory Authority’s website. Furthermore, the prospectus will be passported to Denmark, Norway, and Finland making it available for Danish, Norwegian and Finnish investors.

In the United Kingdom this press release is being distributed only to, and directed exclusively at, qualified investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order; and (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). This press release and any investment or investment activity to which it relates will only be engaged in within the United Kingdom, by persons who are Relevant Persons. This press release should not be acted on or relied on by anyone other than Relevant Persons in the United Kingdom.

This press release does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company. The information contained in this press release is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this press release or its accuracy or completeness. Translution Capital ApS is acting for Bawat in connection with the Offering and no one else and will not be responsible to anyone other than Bawat for providing the protections afforded to its clients nor for giving advice in relation to the Offering or any other matter referred to herein.

Forward-looking statements

Statements included in this press release that are not historical facts (including any statements concerning investment objectives, other plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto) are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “aims”, “targets”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth, or strategies. Forward-looking statements speak only as of the date they are made and are subject to change without notice and do not purport to contain all information that may be required to evaluate the Company. The information included in this press release may be subject to updating, revision and amendment and such information may change materially. No person is under any obligation to update or keep the current information contained in this press release and any opinions expressed relating thereto are subject to change without notice.