29.1.2024 20:54:00 CET | 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.

Aqua Bio Technology asa - contemplated Private placement

Aqua Bio Technology ("ABT" or the "Company") is contemplating an equity offering
for gross proceeds of from NOK 10 million to NOK 15 million through issuance new
shares (the "Private Placement") (the "New Shares") towards certain existing
shareholders and other external investors at a fixed subscription price of NOK
5. The Company may, in its own discretion, increase the maximum size of the
Private Placement. The net proceeds of the Private Placement will be used for
general corporate purposes, including to fund the Company's growth and to
further commercialize the Company's products.

Certain of the Company's major existing shareholders, including Viddas AS,
Initia AB and RH Industri AS, the two latter close associates of Board member
Roger Hofseth and Jan Petterson, have pre-committed to subscribe for a new
number of shares equivalent to a subscription amount of MNOK 9.6. These
shareholders will as a minimum be allocated their pro-rata shareholdings in the
Private Placement. The Company has further received pre-commitments from certain
new investors for more than MNOK 3 and the Private Placement is thus fully
covered in the lower range based on pre-commitments.

The Private Placement will be completed through an issuance of from 2 million to
3 million new shares in the Company (the "New Shares"), each Offer Share at a
fixed subscription price of NOK 5. The New Shares will be issued by the board of
directors of ABT (the "Board") pursuant to an authorization registered in the
Norwegian Register of Business Enterprises on 28 September 2023.

The application period in the Private Placement opens today, on 29 January 2024,
at 20.00 CET and ends at 08.00 CET on 30 January 2024. The Company may, in its
own discretion, extend or shorten the application period at any time and for any
reason. Allocation of the New Shares will be determined at the end of the
application period, and final allocation will be made by the Board at its sole
discretion. Notification of the allocation is expected to be sent on or about 30
January 2024.

The Board has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, Oslo Børs' Circular. No. 2/2014 and the rules on equal
treatment under Oslo Rule Book II for companies listed on Euronext Expand, and
is of the opinion that the contemplated Private Placement is in compliance with
these requirements.

In reaching its conclusion, the Board has particularly emphasized alternative
funding methods and considers that such funding methods have a lower degree of
expected success and will be more time- and resource-consuming. Further, the
Board has considered that the Subsequent Offering (as defined below) will
mitigate some of the dilutive effect on the shareholdings who did not
participate in the Private Placement.

Taking into account the above, the Board is of the opinion that the Private
Placement is in the Company and the shareholders' joint interests.

The Private Placement is directed towards investors subject to applicable
exemptions from relevant prospectus requirements, (i) outside the United States
to non-US persons in reliance on Regulation S under the US Securities Act of
1933 (the "US Securities Act") and (ii) in the United States to "qualified
institutional buyers" ("QIBs") as defined in Rule 144A under the US Securities
Act in transactions that are exempt for registration under the US Securities
Act.

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 completion of the Private Placement by delivery of New Shares is subject to
(i) all necessary corporate resolutions for consummating the Private Placement
having been validly passed, (ii) the allocated New Shares having been fully
paid, (iii) the registration of the share capital increase pertaining to the
Private Placement with the Norwegian Register of Business Enterprises and (iv)
the approval a listing prospectus by the Norwegian Financial Supervisory
Authority.

A presentation prepared in connection with the Private Placement is attached to
this stock exchange notice.

In order to reduce the dilution resulting from the issuance of the New Shares,
the Board expects to launch a subsequent offering (the "Subsequent Offering") of
new shares at a fixed subscription price of NOK 5 (same as for the New Shares).
A Subsequent Offering will be directed towards the Company's shareholders as of
29 January 2024 as registered in the VPS on 31 January 2024 (the "Record Date"),
less (i) shareholders who were offered to subscribe for New Shares in the
Private Placement, and (ii) shareholders who are residing in a jurisdiction
where such offering would be unlawful or would require any filing, registration
or similar action. A Subsequent Offering is among other things subject to the
completion of the Private Placement, and the Company reserves the right in its
sole discretion to not conduct or cancel the Subsequent Offering. More details
about the Subsequent Offering will follow.

* * *

For further information, please contact Håvard Lindstrøm, CEO, telephone +47
94132288.

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. Aqua Bio Technology is listed on the Euronext Expand market
of the Oslo Stock Exchange.

This information was considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. The stock exchange
announcement was published by Håvard Lindstrøm, CEO, on 29 January 2024 at the
time set out above.

 

IMPORTANT INFORMATION

This announcement is not an offer to sell or a solicitation of offers to
purchase or subscribe for shares. Copies of this announcement may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The information contained herein shall not
constitute an offer to sell or the solicitation of an offer to buy, in any
jurisdiction in which such offer or solicitation would be unlawful absent
registration, or an exemption from registration or qualification under the
securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, Hong Kong or the United States or any other
jurisdiction in which such release, publication or distribution would be
unlawful, and it does not constitute an offer or invitation to subscribe for or
purchase any securities in such countries or in any other jurisdiction. In
particular, the document and the information contained herein should not be
distributed or otherwise transmitted into the United States or to publications
with a general circulation in the United States of America.

This announcement is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
with the United States Securities and Exchange Commission or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "Securities
Act"). The Company does not intend to register any part of the offering in the
United States or to conduct a public offering in the United States of the shares
to which this document relates.

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.

This announcement and any materials distributed in connection with this
announcement may contain certain forward-looking statements. By their nature,
forward-looking statements involve risk and uncertainty because they reflect
current expectations and assumptions as to future events and circumstances that
may not prove accurate. A number of material factors could cause actual results
and developments to differ materially from those expressed or implied by these
forward-looking statements.

The Company expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.

 

DISCLOSURE REGULATION

This information is subject of the disclosure requirements pursuant to section
of 5-12 of the Norwegian Securities Trading Act.

CONTACTS

 * Håvard Lindstrøm, 004794132288, hl@aquabiotech.no 

ABOUT AQUA BIO TECHNOLOGY ASA

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. Aqua Bio Technology is listed on Euronext Expand.

ATTACHMENTS

Download announcement as PDF.pdf -
https://kommunikasjon.ntb.no/ir-files/17847556/2873/4003/Download%20announcement
%20as%20PDF.pdf

Term Sheet Private Placement January.pdf -
https://kommunikasjon.ntb.no/ir-files/17847556/2873/4001/Term%20Sheet%20Private%
20Placement%20January.pdf

Aqua Bio Technology Company Presentation January 2024.pdf -
https://kommunikasjon.ntb.no/ir-files/17847556/2873/4002/Aqua%20Bio%20Technology
%20Company%20Presentation%20January%202024.pdf

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