11.3.2025 23:43:57 CET | Aqua Bio Technology ASA | Additional regulated
information required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR HONG KONG
OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO BUY, SELL
OR SUBSCRIBE FOR ANY SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice from Aqua Bio Technology ASA
("ABT" or the "Company") published on 7 March 2025 regarding a contemplated
conditional private placement of minimum 26,000,000 and maximum 60,000,000 new
shares in the Company (together, the "New Shares") towards certain new investors
and certain existing shareholders, at a fixed subscription price of NOK 0.50 per
New Share (the "Private Placement"), as well as to the stock exchange notices
dated 10 March 2025 and 11 March 2025 regarding extension of the application
periods in the Private Placement.
The Company is pleased to announce that it has now raised approximately NOK 24.2
million in gross proceeds through the Private Placement, where the Company will
issue a total of 48,432,000 New Shares, each at the subscription price of NOK
0.50 per New Share.
The net proceeds from the Private Placement will be used to strengthen the
Company's balance sheet and for general corporate purposes. This includes, but
is not limited to, fulfilling the Company's obligations to file a prospectus,
ensuring regulatory compliance, and enhancing financial flexibility.
Additionally, the proceeds will provide the Company with increased strategic
freedom to pursue and capitalize on business opportunities that may arise,
supporting its long-term growth objectives. In addition, funds will be used to
settle and repay outstanding debt.
The subscription amounts for the New Shares will be partly settled by conversion
of previously incurred debt (in total approximately NOK 16.2 million) and partly
by advance cash payments (in total approximately NOK 8.0 million).
The nominal value of the Company's shares must be reduced to at least NOK 0.50
per share in order to carry out the issuance of the New Shares (the "Share
Capital Decrease"). The issuance of New Shares in the Private Placement is thus
subject to, inter alia, approval of the Share Capital Decrease and of the share
capital increase pertaining to the issuance of the New Shares (the "Share
Capital Increase"). The Share Capital Decrease will be proposed resolved in a
general meeting in the Company to be held on or about 8 April 2025 (the "EGM"),
and it is expected that the completion of the Share Capital Decrease will be
subject to completion of a six-weeks mandatory creditor notice period. The Share
Capital Increase is expected to be resolved at the EGM but may also be required
to be resolved following completion of the Share Capital Decrease.
The New Shares will be delivered to the investors in the Private Placement as
soon as practicable after the Share Capital Increase has been registered with
the Norwegian Register of Business Enterprises, which is expected to occur 7 - 8
weeks after the EGM has been held. The New Shares will initially be delivered on
a separate ISIN as the listing of the New Shares requires the preparation and
publication of a prospectus approved by the Norwegian Financial Supervisory
Authority.
The following primary insiders or close associates of primary insiders have been
conditionally allocated New Shares:
* Initia AB, a company closely associated with director Jan Pettersson, was
allocated 500,000 New Shares, for a total subscription amount of NOK 250,000