AQUA BIO TECHNOLOGY ASA – ISSUANCE OF CONSIDERATION SHARES AND DISCLOSURE OF LARGE SHAREHOLDING
Reference is made to the stock exchange notice from Aqua Bio Technology ASA (the "Company" or "ABT") on 28 August 2024 regarding the completion of the Company's acquisition of 100 % of the shares in 3D Innovation Nordic AS pursuant to a share purchase agreement (the "SPA") entered between the Company as buyer and CoC Invest AS ("CoC Invest") as seller, a company with Ørjan Djuvik Pedersen, Jesper Dønnestad Brandt and Rolf Kristian Fiala as ultimate owners.
To settle the share component of the purchase price under the SPA, the Company's board of directors has today resolved to issue 5,000,000 consideration shares at a subscription price of NOK 3,66 per consideration share, each with a nominal value of NOK 2,50 (the "Consideration Shares"), pursuant to a board authorization registered in the Norwegian Register of Business Enterprises on 5 July 2024.
The Consideration Shares are subject to a 36-month lock up undertaking and will be delivered on a separate ISIN pending the Company's publication of an EEA listing prospectus approved by the Norwegian Financial Supervisory Authority.
Following CoC Invest's subscription of the Consideration Shares, CoC Invest will own a total of 6,200,000 shares and votes in the Company, representing approximately 8,92 % of the outstanding shares and votes in the Company. CoC Invest will thereby exceed the 5 % threshold pursuant to section 4-2 of the Norwegian Securities Trading Act ("STA").
Additionally, the Company's shareholder Medvind Holding AS ("Medvind") makes the following disclosure of large shareholdings:
- Medvind exceeded the 10 % threshold on 22 December 2023 under section 4-2 of the STA by subscribing for 6,000,000 consideration shares in connection with the Company's acquisition of 100 % of the shares in Cover Brands AS, where Medvind held approximately 10,86 % of the votes and shares in the Company at the time.
- Medvind fell below the 10% threshold on 23 April 2024 under section 4-2 of the STA, as a result of dilution following the issuance of 4,708,935 settlement shares in the Company. This was in connection with ABT's settlement of the remaining earn-out obligations to Varming Holding, as detailed in the stock exchange announcement made by the Company on 28 June 2024. Following the registration of the corresponding share capital increase in the Norwegian Register of Business Enterprises, Medvind held approximately 9.3% of the shares and votes in the Company at the time.
This information is subject to the disclosure requirements in sections 4-2 and 5-12 of the STA.
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.
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.