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Nordic Aqua Partners AS – Successful completion of Private Placement

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.

Oslo - 26 September 2024

Reference is made to the stock exchange announcement published by Nordic Aqua Partners AS (the "Company") today regarding the contemplated private placement of new shares (the "Offer Shares") to raise gross proceeds of NOK 350 million that, together with indicative debt financing and cash on hand, would be used to (i) to fully fund the estimated Stage 2 build out, (ii) to repay short-term debt facility, (iii) for Geosmin improvement capex, (iv) towards working capital build up and (v) for general corporate purposes (the "Private Placement").

The Company hereby announces the successful completion of the Private Placement of 4,666,666 Offer Shares at an offer price of NOK 75 per share (the "Offer Price") for gross proceeds of approximately NOK 350 million.

The Company retained DNB Markets, a part of DNB Bank ASA as Lead Financial Advisor and Joint Bookrunner, and Pareto Securities AS and SpareBank 1 Markets AS as Joint Bookrunners (collectively, the "Managers") to assist the Company in the Private Placement.

Following completion of the Private Placement, the Company will have a share capital of NOK 21,000,755 divided on 21,000,755 shares, each with a nominal value of NOK 1.00.

The following pre-committing investors have subscribed for and been conditionally allocated Offer Shares in the Private Placement at the Offer Price:

  • Kontrari AS (owning 32.8% of the outstanding shares) has been allocated 1,685,000 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 126.38 million;
  • ILCO (owning 9.2% of the outstanding shares) has been allocated 475,000 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 35.63 million.
  • Akva Group (indirectly owning 2.9% of the outstanding shares) has been allocated 133,333 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 10 million;
  • Aino AS, representing Board Member Aino Olaisen (owning 1.2% of the outstanding shares) has been allocated 61,000 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 4.58 million;
  • Maringto AS, representing Chair of the Board Atle Eide (owning 1% of the outstanding shares) has been allocated 51,000 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 3.83 million;
  • Therese Log Bergjord, member of the Board, has been allocated 13,333 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 1 million;
  • Ragnar Joensen, CEO of the Company, has been allocated 2,666 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 200,000;
  • Tom Johan Austrheim, CFO of the Company, has been allocated 2,666 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 200,000; and
  • Andreas Thorud, Managing Director of Nordic Aqua (Ningbo) Co. Ltd., has been allocated 2,666 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 200,000.

Formal primary insider notifications will be released in a separate announcement.

Notification of conditional allocation will be sent to investors on or about 27 September 2024. Allocated Offer Shares are expected to be settled on or about 22 October 2024 through a delivery versus payment transaction on a T+2 basis. The Private Placement is expected to be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement entered into between DNB Markets, a part of DNB Bank ASA (on behalf of the Managers), the Company and Kontrari AS (the "Share Lending Agreement").

Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, (ii) the EGM resolving the share capital increase pertaining to the issuance of the Offer Shares, and (iii) the Share Lending Agreement remaining in full force and effect pursuant to its terms and conditions. Items (i) to (iii) above are jointly referred to as the "Conditions".

The applicants in the Private Placement also acknowledge that the Private Placement will be cancelled if the Conditions are not fulfilled. Neither the Managers nor the Company, or any of their directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation and modification.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for the Offer Shares. The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's Guidelines on the rule of equal treatment and deems that the proposed Private Placement is in compliance with these obligations. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. Further, 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. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement. On this basis, the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.

The Company intends to carry out a subsequent offering (the "Subsequent Offering") with non-tradeable subscription rights of up to 466,666 new shares with gross proceeds of up to approximately NOK 35 million at the Offer Price, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 26 September 2024 (as registered in the VPS on 30 September 2024) 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"). Eligible Shareholders will receive non-transferable subscription rights in the Subsequent Offering.

The allocation hierarchy in the Subsequent Offering will be as follows:

a) Shares shall be allocated to Eligible Shareholders who have subscribed with subscription rights.

b) Unallocated shares following a) shall be allocated to Eligible Shareholders who have over-subscribed (on a pro rata basis).

c) Unallocated shares following b) may be allocated to shareholders or other specific investors other than the Eligible Shareholders who have subscribed without subscription rights, however so that the board reserves the right to allocate c) at their sole discretion.

Whether or not such Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the EGM to authorize the Company's board of directors to carry out the Subsequent Offering, and the approval by and publication of an offering prospectus.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act. This information was issued as inside information pursuant to the EU Market Abuse Regulation.

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 Managers 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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