23.7.2023 22:25:20 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 STATS, 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 announcement made by Aqua Bio Technology ASA (“ABT” or the “Company”) notice to the Company’s entry into an agreement in principle (the “Agreement”) with the shareholders (the “Sellers”) of Skin Team Norge AS (“Skinteam”) pursuant to which ABT shall acquire all of the shares in Skinteam based on an equity value of Skinteam of NOK 45 million, to be settled by all the Sellers converting 100% of their share of the purchase price into new shares in ABT at subscription price of NOK 3 per new share, issuing 15,000,000 new ABT shares to the Sellers (the “Consideration Shares”) (the “Acquisition”).
The Private Placement
In addition to the Consideration Shares to be issued by the Company to the Sellers, the Company will carry out an equity offering towards certain existing shareholders and other internal investors that have agreed to provide the company with loans that ABT may convert to equity in a later equity round. In addition, as part of the Agreement relating to the Acquisition it has been agreed that Mycellia RAIF V.C.I.C. Limited (Mycellia), a Seller transferring Skinteam shares for MNOK 2.5 to ABT, will invest additional NOK 2.5 million in ABT prior to the completion of the Acquisition. ABT has therefor committed gross proceeds of minimum NOK 74 million through issuance of minimum 24,666,666 new shares in the Company (including the Consideration Shares, the “New Shares”) at a fixed subscription price of NOK 3 (the “Private Placement”). The board of directors of the Company (the “Board”) expects that the gross proceeds may increase to above NOK 75 million. The New Shares are expected to be resolved in an extraordinary general meeting in the Company to be held in the last week of August (the “EGM”).
The Board also expects to carry out subsequent offering towards eligible shareholders.
The application period in the Private Placement ends at 08.00 EST on Monday 24 July 2023. 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 by the Board at its sole discretion. Notification of the allocation is expected to be sent on or around 25 July 2023.
The Company has considered the Private Placement in light of the equal treatment principle under Norwegian Securities Trading Act under the Oslo Rule Book II for companies listed on Euronext Expand, and is of the opinion that the proposed Private Placement is in compliant with these requirements. The Board has emphasized, among other things, that issuance of the New Shares is a prerequisite for the consummation of the Acquisition which is expected to generate significant positive synergy effects, including but not limited to, strengthening of the Company’s cash flow through increased sales and improved margins. Further, the Private Placement entails that the contemplated conversion of debt and newly available loans into equity materially will strengthen the Company’s balance sheet, and that the Subsequent Offering (as defined below) will mitigate some of the dilutive effect on the shareholdings of the shareholders who did not participate in the Private Placement.
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 completion of the Private Placement is subject to (i) the Company resolving the necessary corporate resolutions, (ii) the Company receiving the total subscription amount in the Private Placement, (iii) the approval of a listing prospectus by the Norwegian Financial Supervisory Authority and (iv) the corresponding share capital raise being registered in the Norwegian Register of Business Enterprises.
The Subsequent Offering
In order to reduce the dilution resulting from the issuance of the New Shares, the Board will launch a subsequent offering (the “Subsequent Offering”) of new shares at a fixed subscription price of NOK 3 (same as for the new shares). The Subsequent Offering will be directed towards the Company’s shareholders as of 23 July, as registered in the VPS on 25 July 2023 (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. The Subsequent Offering is among other things subject to the completion of the Private Placement and approval from the EGM.
More details about the Subsequent Offering will follow, and the Company may cancel the Subsequent Offering at its sole discretion.
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 23 July 2025, at 22.00 CEST.
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 sustainablebiotechnology for use in skin care products. ABT’s cosmetics ingredients arehighly effective and they provide the cosmetics industry with naturalalternatives to traditional ingredients. ABT is also marketing and distributingnatural skin care products developed by partners towards consumers andprofessional users. Aqua Bio Technology is listed on Euronext Expand.
Attachments
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