18.10.2024 08:54:34 CEST | Aqua Bio Technology ASA | Inside information

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 17 October 2024 regarding a contemplated
conditional private placement of 19 million new shares towards the shareholders
of Jetcarrier AS and minimum 18.33 million and maximum 22 million new shares
(together, the "New Shares") towards certain new investors and certain existing
shareholders, at a fixed subscription price of NOK 3 per New Share (the "Private
Placement").

 

Reference is also made to the stock exchange announcement by the Company on 17
October 2024, regarding the entry into of a share purchase agreement for the
purchase of all outstanding shares in Jetcarrier AS, between the Company (as
purchaser) and the shareholders of Jetcarrier AS (as sellers) (the "Acquisition
").

 

The Company is pleased to announce that it has raised approximately NOK 115.09
million in gross proceeds through the Private Placement, where the Company will
issue a total of 57,726,940 New Shares, each at the subscription price of NOK 3
per New Share.

 

The net proceeds from the Private Placement will be used to repay outstanding
debt and for general corporate purposes.

 

In connection with the Private Placement, the shareholders of Jetcarrier AS and
RH Investments AS (an investment company closely associated with Roger Hofseth)
have committed to, if the Company decides to carry out a share capital increase
in 2025, participate in such share issue with approximately NOK 16 to 24 million
in total, with the intention to maintain their shareholdings in the Company.

 

The subscription amounts for the New Shares will be partly settled by conversion
of previously incurred debt (in total approximately NOK 89.25 million, including
NOK 57 million which will be owed to the shareholders of Jetcarrier AS upon
completion of this acquisition) and partly by advance cash payments (in total
approximately NOK 25.84 million).

 

The issuance of the New Shares, and thus the completion of the Private
Placement, is among other things, subject to all necessary corporate resolutions
for consummating the Private Placement having been validly passed, including
approval of the pertaining share capital increase by an extraordinary general
meeting of the Company (the "EGM"), to be held on or about 12 November 2024. A
notice for the EGM will be distributed in due course. Completion of the Private
Placement is further subject to (i) completion of the Acquisition having
occurred, (ii) valid subscription of the New Shares and the allocated New Shares
having been fully paid, and (iii) registration of the share capital increase
pertaining to the Private Placement with the Norwegian Register of Business
Enterprises.

 

The New Shares will be delivered to the investors in the Private Placement as
soon as practically possible after the registration of the share capital
increase pertaining to the Private Placement, expected on or about 14 November
2024, initially 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 83,333 New Shares, for a total subscription amount of NOK 250,000