Nordic Aqua Partners AS - Commencement of the subscription period in the subsequent offering
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcement by Nordic Aqua Partners AS (the "Company") (ticker: NOAP) on 26 September 2024 regarding the successfully placed private placement of new shares in the Company (the "Private Placement") and that the Company considered a subsequent offering (the "Subsequent Offering") of up to 466,666 new shares in the Company (the "Subsequent Offer Shares") at the same subscription price as in the Private Placement of NOK 75.00 per new share. Reference is further made to the stock exchange announcement published by the Company on 4 November 2024 regarding the submission of a national prospectus for registration with the Norwegian Register of Business Enterprises in accordance with Section 7-8 of the Norwegian Securities Trading Act (the "Prospectus").
The subscription period in the Subsequent Offering commences today, on 6 November 2024 at 09:00 (CET), and ends on 13 November 2024 at 16:30 hours (CET) (the "Subscription Period").
The Subsequent Offering is, subject to applicable securities law, directed towards existing shareholders in the Company as of 26 September 2024 (as registered in Euronext Securities Oslo, the Norwegian Central Securities Depository (the "VPS") on 30 September 2024 (the "Record Date")), who (i) were not allocated shares in the Private Placement or contacted in the pre-sounding phase prior to the Private Placement and (ii) who are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the "Eligible Shareholders").
Each Eligible Shareholder will receive 0.26024 non-transferable subscription rights (the "Subscription Rights") for each share held by such Eligible Shareholder in the Company as of the Record Date, rounded down to the nearest whole right. Each Subscription Right will, subject to applicable securities laws, give the preferential right to subscribe for, and be allocated, one Subsequent Offer Share in the Subsequent Offering. Over-subscription will be permitted; however, there can be no assurance that Subsequent Offer Shares will be allocated for such subscriptions. Subscription without Subscription Rights will not be permitted. Subscription Rights that are not used to subscribe for Subsequent Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
The allocation hierarchy in the Subsequent Offering will be as follows: a) Subsequent Offer Shares shall be allocated to Eligible Shareholders who have subscribed with Subscription Rights; and b) unallocated Subsequent Offer Shares following allocation pursuant to item a) shall be allocated to Eligible Shareholders who have over-subscribed (on a pro rata basis).
Further information about the Subsequent Offering and the subscription procedures are available in the Prospectus.
Notifications of allocated Subsequent Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed through the VPS system on or about 14 November 2024. The due date for payment of the Subsequent Offer Shares is on 18 November 2024. The Subsequent Offer Shares are expected to be delivered to the subscriber's VPS account on or about 25 November 2024.
Completion of the Subsequent Offering is subject to (i) due payment for the Subsequent Offer Shares by the subscribers, (ii) the board of directors of the Company resolving to approve the Subsequent Offering and issue and allocate the Subsequent Offer Shares based on the authorization granted by the general meeting of the Company held on 18 October 2024, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the Norwegian Register of Business Enterprises, and (iv) delivery of the Subsequent Offer Shares to the subscribers in the VPS.
Please see the Prospectus for more information about the Subsequent Offering. The Prospectus, including a subscription form, is made electronically available at at www.dnb.no/emisjoner, www.paretosec.com/transactions and www.sb1markets.no.
ADVISORS
DNB Markets, a part of DNB Bank ASA acts as Lead Financial Advisor and Joint Bookrunner, and Pareto Securities AS and SpareBank 1 Markets AS act as Joint Bookrunners in the Subsequent Offering (jointly, the "Managers"). Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.
CONTACTS
For further information please contact:
CFO Tom Johan Austrheim
+47 98 20 98 73
IMPORTANT NOTICES
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 expression "Prospectus Regulation" means Regulation 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.
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 believes 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 its control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, changes in the general economic, political and market conditions in the markets in which the Company operate, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 provide any guarantees 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 document.
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.
Neither of the Company, the Managers nor any of their respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. 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 in the Company. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.