Reference is made to the stock exchange notice by Aqua Bio Technology ASA (the "Company") on
17 August 2020 regarding, inter alia, a conditional private placement for gross proceeds of NOK 10.5 million (the "Private Placement") at a fixed subscription price of NOK 5 per new share (the "New Shares"), and a private placement for gross proceeds of NOK 2.13 million in a conditional private placement directed towards new key employees and two board members (the "New Shares II") at a subscription price of NOK 5 per New Share II.
The Private Placement was guaranteed and was fully subscribed, and the application period ended on 18 August 2020 at 08:00 CEST.
The Company's board of directors (the "Board") has now allocated the New Shares in the Private Placement and the New Shares II in the Private Placement II, which implies that the Board will propose that the extraordinary general meeting to be held on or about 11 September 2020 (the "EGM") resolves issuance of 2,100,000 New Shares related to the Private Placement. The Board has received voting undertakings in favour of the Board's proposal for more than 2/3 of the Company's shareholders. The issuance of the New Shares II will be resolved by the Board pursuant to an authorization to increase the share capital, such resolution to be made prior to the EGM.
The Company's obligation to complete the Private Placement and the Private Placement II is conditional upon the following:
- the corporate resolutions of the Company required to implement the Private Placement and the Private Placement II having been validly resolved;
- valid subscription of the New Shares and the New Shares II set out above and due payment of the aggregate subscription amount for such New Shares and New Shares II; and
- Registration of the share capital increase pertaining to the Private Placement and the Private Placement II in the Norwegian Register of Business Enterprises.
The New Shares and the New Shares II will be delivered to the investors in the Private Placement and the Private Placement II, respectively, as immediately tradable shares as soon as practically possible after the registration of the share capital increase pertaining to the Private Placement and the Private Placement II, expected on or about 17 September 2020.
The following allocations have been given to primary insiders in the Company at the same terms as other investors. The below calculations of ownership are based on the number of outstanding shares in the Company following the completion of the Private Placement and Private Placement II, but will be subject to further change following the completion of the Subsequent Offering:
- Edvard Cock, chairman, has been allocated 258,146 New Shares in the Private Placement through controlled company Blixen Invest AS. Following completion of the Private Placement, Edvard Cock and related parties will hold 1,258,146 shares in the Company, corresponding to 7.03 % of the total outstanding shares in the Company;
- Roger Hofseth, director, has been allocated 738,146 New Shares in the Private Placement through controlled company Finnvik Eiendom AS. Following completion of the Private Placement, Roger Hofseth and related parties will hold 3,950,146 shares in the Company, corresponding to 22.08 % of the total outstanding shares in the Company;
- Jan Pettersson, director, has been allocated 658,146 New Shares in the Private Placement through controlled companies. Following completion of the Private Placement, Jan Pettersson and related parties will hold 3,903,146 shares in the Company, corresponding to 21.81 % of the total outstanding shares in the Company;
- Espen Kvale, CEO, has been allocated 20,000 New Shares in the Private Placement through controlled company EK Holding Invest AS. Following completion of the Private Placement, Kvale and related parties will hold 520,000 shares in the Company, corresponding to 2.91 % of the total outstanding shares in the Company;
- Kristin Aase, director, has been allocated 20,000 New Shares II. Further, Espen Dahl, related party to director Kristin Aase, has been allocated 258,146 New Shares in the Private Placement through controlled companies. Following completion of the Private Placement and the Private Placement II, Aase and related parties will hold 1,691,411 shares in the Company, corresponding to 9.45 % of the total outstanding shares in the Company;
- Tone Bjørnov, director, has been allocated 100,000 New Shares II. Following completion of the Private Placement II, Bjørnov and related parties will hold 119,430 shares in the Company, corresponding to 0.67 % of the total outstanding shares in the Company;
- Håvard Lindstrøm, newly appointed Head of Business Development, has been allocated 300,000 New Shares II through controlled company Ice Capital AS. Following completion of the Private Placement II, Lindstrøm and related parties will hold 300,000 shares in the Company, corresponding to 1.68 % of the total outstanding shares in the Company; and
- Susanne Arnesen, newly appointed Business Development Manager Nordic, has been allocated 6,000 New Shares II. Following completion of the Private Placement II, Susanne Arnesen will hold 6,000 shares in the Company, corresponding to 0.03 % of the total outstanding shares in the Company.
The Board, together with the Company's management, has considered various transaction alternatives to secure new financing. Based on an overall assessment, taking into account inter alia the need for funding, execution risk and possible alternatives, the Board has on the basis of careful considerations decided that the Private Placement is the alternative that best protects the Company's and the shareholders' joint interests. Reference was also made to the fact that the New Shares II are subscribed by members of the Company's Board and management as long-term incentives for their work on behalf of the Company. Thus, the waiver of the preferential rights inherent in a share capital increase through issuance of new shares is considered necessary.
The Company will resolve to carry out a subsequent offering (the "Subsequent Offering") in which shareholders in the Company as of 17 August 2020, as registered in the VPS on 19 August 2020, who were not invited to subscribe for Offer Shares in the Private Placement and who are not resident in a jurisdiction where such offering would be unlawful, or would require any prospectus filing, registration or similar action, will receive subscription rights. The subscription rights will not be listed and subscription without subscription rights will not be allowed in the Subsequent Offering save for subscriptions from shareholders participating in the Private Placement and Private Placement II that may subscribe for unsubscribed shares based on their pro rata subscription of shares of the total number of shares subscribed in the Private Placement and Private Placement II. The subscription price in the Subsequent Offering will be the same as in the Private Placement, i.e. NOK 5 per share. The Subsequent Offering will be carried out pursuant to an authorization to increase the share capital held by the Board of Directors and with a two-week subscription period expected to expire on or about the date of the EGM. Further information about the Subsequent Offering will be given in due course.
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For further information, please contact Espen Kvale, CEO, telephone +47 9162 8092.
Aqua Bio Technology (ABT) is developing and commercializing sustainable biotechnology for use in skin care products. ABT's cosmetics ingredients are highly effective and they provide the cosmetics industry with natural alternatives to traditional ingredients. ABT is also marketing and distributing
natural skin care products developed by partners towards consumers and professional users. ABT's focus on commercialization and development of natural ingredients and natural skin care products has been, and will continue to be, an important part of the Company's strategy going forward. Aqua Bio Technology is listed on the Axess market of the Oslo Stock Exchange.
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.