Nordic Aqua Partners AS: Contemplated private placement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN 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.

26 September 2024: Nordic Aqua Partners AS (the "Company") has 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 advise on and effect a private placement of new ordinary shares in the Company (the "Offer Shares") to raise gross proceeds of NOK 350 million (the "Private Placement").

The subscription price per Offer Share in the Private Placement (the "Subscription Price") will be determined by the Company's board of directors (the "Board") on the basis of an accelerated book-building process conducted by the Managers.

The net proceeds from the Private Placement will be used to, together with indicative debt financing and cash on hand, (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 bookbuilding period in the Private Placement will commence today, 26 September 2024 at 16:30 CEST and close on 27 September 2024 at 08:00 CEST (the "Bookbuilding Period"). The Company and the Managers reserve the right, at their sole discretion, to extend or shorten the bookbuilding period at any time and for any reason on short or without notice. If the Bookbuilding Period is extended or shortened, the dates referred to herein might be changed accordingly. Notification of conditional allocation will be sent to applicants by the Managers on or about 27 September 2024, subject to any shortening or extensions of the Bookbuilding Period.

The following investors have, subject to certain customary conditions, pre-committed to subscribe for Offer Shares at the Subscription Price in the Private Placement as follows:

• Kontrari AS (owning 32.8% of the outstanding shares) has agreed to subscribe for NOK 150 million and will be allocated minimum their pro-rata share of the Private Placement.
• ILCO (owning 9.2% of the outstanding shares) has agreed to subscribe for the NOK equivalent of USD 4 million and will be allocated minimum their pro-rata share of the Private Placement.
• Akva Group (indirectly owning 2.9% of the outstanding shares) has agreed to subscribe for approximately NOK 15 million and will be allocated minimum their pro-rata share of the Private Placement.
• Aino AS, representing Board Member Aino Olaisen (owning 1.2% of the outstanding shares) has agreed to subscribe for approximately NOK 5 million and will be allocated minimum their pro-rata share of the Private Placement.
• Maringto AS, representing Chair of the Board Atle Eide (owning 1% of the outstanding shares) has agreed to subscribe for approximately NOK 4 million and will be allocated minimum their pro-rata share of the Private Placement.
• Therese Log Bergjord, member of the Board, has agreed to subscribe for and be allocated NOK 1 million of the Private Placement.
• Ragnar Joensen, CEO of the Company, has agreed to subscribe for and be allocated NOK 200,000 of the Private Placement.
• Tom Johan Austrheim, CFO of the Company, has agreed to subscribe for and be allocated NOK 200,000 of the Private Placement.
• Andreas Thorud, Managing Director of Nordic Aqua (Ningbo) Co. Ltd., has agreed to subscribe for and be allocated NOK 200,000 of the Private Placement.
   
• Jan Heggelund and Ristora AS have agreed to subscribe for and be allocated a total of NOK 10 million of the Private Placement

The Private Placement will be directed towards investors subject to applicable exemptions from relevant registration and prospectus requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (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, pursuant to an exemption from the registration requirements under the US Securities Act. Applicable selling restrictions will apply. The minimum application amount has been set to the NOK equivalent of EUR 100,000. However, the Board may, at its sole discretion, allocate Offer Shares to applicants for an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including Regulation (EU) 2017/1129 on prospectuses for securities as well as the UK European Union (Withdrawal) Act 2018, are available.

Allocation of Offer Shares will be made after the expiry of the Bookbuilding Period, at the sole discretion of the Board, in consultation with the Managers. Allocation may be based on criteria such as (but not limited to), pre-commitments, current ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any orders, in whole or in part. The Board and the Managers further reserve the right, at their sole discretion, to take into account the creditworthiness of any applicant. There is no guarantee that any applicant will receive allocations.

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 expected to be 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").

The Managers will settle the Share Lending Agreement with new shares in the Company to be resolved issued by an extraordinary general meeting of the Company scheduled to be held on or about 18 October 2024 (the "EGM"). The Offer Shares delivered to the subscribers will thus be tradable following the conditions have been met, including approval of the Private Placement by the EGM.

Completion of the Private Placement is subject to (i) all necessary corporate resolutions being validly made by the Company, including the Board resolving to proceed with the Private Placement and conditionally allocate the Offer Shares, (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 Company reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation. The Applicants 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.

Subject to, inter alia, successful completion of the Private Placement and the Board being granted the necessary authorization by the EGM, the Board may consider to carry out a subsequent offering of new shares in the Company directed towards 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 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. Such eligible shareholders will be granted non-transferable preferential rights to subscribe for, and, upon subscription, be allocated new shares. The subscription price in the Subsequent Offering will be the same as the Subscription Price in the Private Placement. The Company reserves the rights in its sole discretion to not conduct or to cancel the Subsequent Offering.

The Board has considered the structure of the contemplated capital raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act and the rules on equal treatment under Euronext Growth Rule Book II for companies listed on Euronext Growth Oslo and Euronext Oslo Børs' guidelines on the rule of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. By structuring the transaction as a private placement, the Company will be in a position to raise capital in an efficient manner, with a lower discount to the current trading price and with significantly lower completion risks compared to a rights issue. On this basis and based on an assessment of the current equity markets, the Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the private placement structure, the shareholders' preferential rights to subscribe for the Offer Shares will be deviated from.

A Company presentation is attached and also available at the Company's website: www.nordicaquapartners.com

DNB Markets, a part of DNB Bank ASA acts as Lead Financial Advisor and Joint Bookrunner, and Pareto Securities AS and SpareBank 1 Markets AS act as Joint Bookrunners in the Private Placement. Advokatfirmaet Schjødt AS is acting as the Company's legal advisor.

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, and was published by Tom Johan Austrheim, CFO , on the date and time provided.

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.