Aquaporin to issue new shares in a directed issue and private placement targeting proceeds of around DKK 70-75 million

Aquaporin A/S, Nymøllevej 78, DK-2800 Kongens Lyngby, aquaporin.com, Company registration no.: DK28315694

Company announcement
No. 13/2023
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 SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND DOES NOT CONSTITUTE A PUBLIC OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
 

Kongens Lyngby, Denmark,February 20, 2023– The Board of Directors of Aquaporin A/S (ticker: AQP)(“Aquaporin” or the “Company”) has resolved to launch an offering of new shares at market price (the “Offering”). The Offering will be completed as a private placement of new shares (the “New Shares”) targeting gross proceeds of approximately DKK 70-75 million, which would constitute less than 10% of Aquaporin’s currently registered share capital in a private placement directed at institutional and professional investors in Denmark and certain other jurisdictions. The Offering is expected to finance the Company’s operations for the coming year.

“This private placement, in which we anticipate to raise approximately DKK 70-75 million, will serve to support our continued growth for the coming year. Our commercial traction is stronger than ever and we see great potential in our Aquaporin Inside^®technology, which we believe represents a differentiated and unique value proposition. This capital raise will support our journey to potentially become one of the leading water technology companies within our respective segments”,says Matt Boczkowski, Chief Executive Officer at Aquaporin.

Background for the Offering

On August 25, 2022 and November 24, 2022, Aquaporin announced its plans to raise additional capital to support continued growth of the Company’s business operations in 2023 and beyond (reference is made to company announcements no. 9/2022 and no. 10/2022, respectively). The Offering is the first step in the execution of such capital plan, and the net proceeds from the Offering are intended to be used to strengthen the Company’s capital base and support the Company’s operations for the coming year. Moreover, the Company is continuously in active discussions with potential investors and third parties regarding raising additional equity or debt financing in the short term in order to finance growing the Company’s business and further commercializing the Company’s operations until such operations are cash positive, which is currently expected within the next few years. To the extent the Company’s identifies any potential other growth opportunities within such period, the capital plan will be adjusted accordingly.

The Offering

The Offering will be made pursuant to applicable exemptions from the obligation to publish a prospectus as a directed issue and private placement to eligible institutional and professional investors in Denmark and in certain other jurisdictions at market price and without pre-emption rights for Aquaporin's existing shareholders. The Offering is not underwritten.

The Offering will be initiated with immediate effect and can close at any time. The New Shares will be issued at an offer price at market price as determined by the Board of Directors of the after the close of the Offering based on a book-building process. The result of the Offering, the offer price and allocation are expected to be announced as soon as practicable thereafter.

The Company has received indications from existing shareholders. In addition, four members of the Executive Management and three members of the Board of Directors of the Company will subscribe for shares in connection with the Offering for an aggregate amount of approximately DKK 0.9 million. The Board of Directors of the Company has additionally decided to issue warrants to members of its Executive Management participating in the Offering, who will receive a total of 6,800 warrants each entitling the holder to subscribe for one share of nominally DKK 1 at an exercise price at the Offer price and 3,400 warrants each entitling the holder to subscribe for one share of nominally DKK 1 at an exercise price of DKK 1.00 per share. A separate company announcement will be published with additional information on the warrants when granted.

Resolution on share capital increase

The decision to launch an offering targeting gross proceeds of around DKK 70-75 million in a directed issue is made pursuant to Article 3.2 in Aquaporin’s Articles of Association pursuant to which the Board of Directors of the Company is authorized to make share capital increases without pre-emption rights for the existing shareholders.

The actual number of new shares issued and dilution from the Offering will be determined on the final price and will be announced in connection with the announcement of the results of the Offering.

Admission to trading and official listing

The New Shares will be issued under the temporary ISIN code DK0062267365. No application for admission to trading and official listing has been, or will be, filed for the New Shares issued under the temporary ISIN code, and the temporary ISIN code will only be registered with Euronext Securities Copenhagen (VP Securities A/S) for subscription of the New Shares. The temporary ISIN code in Euronext Securities Copenhagen (VP Securities A/S) will be merged with the permanent ISIN code for the existing shares, DK0061555109, as soon as possible following registration of the share capital increase with the Danish Business Authority. The New Shares are expected to be admitted to trading and official listing on Nasdaq Copenhagen A/S on or around February 27, 2023.

Expected timetable for the Offering

The placing will be initiated immediately and can close at any time.

The admission to trading and official listing of the New Shares is subject to the Offering not being withdrawn prior to the settlement of the Offering and the Company making an announcement to that effect.

The New Shares

The New Shares will rankpari passuin all respects with existing shares in Aquaporin. The New Shares will be negotiable instruments, and no restrictions will apply to their transferability. No shares, including the New Shares, carry or will carry any special rights. Rights conferred by the New Shares, including voting rights and dividend rights, will apply from the time when the capital increase is registered with the Danish Business Authority. The New Shares must be registered in the name of the holder in the Company’s register of shareholders. If the Offering is oversubscribed, an individual allocation of the New Shares will be made.

Global Coordinator

Danske Bank A/S (the “Global Coordinator”) act as Global Coordinator and Sole Bookrunner in connection with the Offering.

For further information, please contact:

Matt Boczkowski, Chief Executive Officer

+45 53 55 55 19, investorrelations@aquaporin.com

About Aquaporin A/S
Aquaporin is an innovative water technology company dedicated to natural water treatment with operations in Denmark (HQ), Singapore, Turkey, China, and the United States. Aquaporin works to preserve the Earth’s most valuable resource – water – by combining advanced bioengineering, membrane chemistry, open innovation, and natural aquaporins – nature's own water purifiers – which they embed into water purification membranes. Their proprietary technology, Aquaporin Inside®, is based on Nobel Prize-winning research and used to clean and reuse water in industries, in our homes, and even by NASA in space. Aquaporin works with customers and partners around the globe to sustainably treat industrial wastewater, concentrate food & beverage products, and enhance drinking water quality and accessibility.

Important disclaimer

This announcement is not a prospectus. The information contained in this announcement is for background purposes only and does not purport to be full or complete. This announcement has not been approved by any competent regulatory authority. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies except as required by applicable laws, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company to proceed with any transaction or arrangement referred to herein. This announcement is intended for the sole purpose of providing information. Persons needing advice should consult an independent financial adviser. This announcement does not constitute an investment recommendation. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance.

None of the Company, the Global Coordinator or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The transactions described in this announcement and the distribution of this announcement and other information in connection with the transactions in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States (including its territories and possessions, any state of the United States and the District of Columbia, the United States), Australia, Canada, Japan or South Africa, or in any jurisdiction to whom or in which such offer or solicitation is unlawful (“Excluded Territories”). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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 “U.S. Securities Act”) or under the securities laws of any state of the United States, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The securities referred to in this announcement will only be offered or sold outside the United States.  The securities referred to in this announcement have not been and will not be registered under any applicable securities laws of any state, province, territory, county or jurisdiction of the Excluded Territories. Accordingly, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the Excluded Territories or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States or elsewhere.

This announcement has been prepared on the basis that any offers of securities referred to herein in any Member State of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 on prospectuses (the “Prospectus Regulation”) from the requirement to publish a prospectus for offers of such securities. The information set forth in this announcement is only being distributed to, and directed at, persons in Member States of the EEA who are qualified investors (“Qualified Investors”) within the meaning of Article 2(1)(e) of the Prospectus Regulation.

In addition, in the United Kingdom, this announcement is only being communicated to and is directed only at (a) qualified investors (within the meaning of the UK version of the Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018)  (i) who are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order),(ii) high net worth entities falling within Article 49(2)(a)-(d) of the Order or (b) persons to whom it may otherwise lawfully be communicated, all such persons (a) and (b) together being referred to as “Relevant Persons”.
 

Forward-looking statements
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and that can be identified by words such as “believe”, “expect”, “anticipate”, “intend”, “estimate”, “will”, “may”, “continue”, “should”, and similar expressions, as well as other statements regarding future events or prospects. Specifically, this announcement includes information with respect to projections, estimates, and targets that also constitute forward-looking statements. The forward-looking statements in this report are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes 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 its control. Such risks, uncertainties, and other important factors include, among others: limited market feedback in commercialization of the Company’s products, failure to successfully implement strategies, dependencies on third parties for manufacturing certain product components and the supply of certain raw materials, the COVID-19 pandemic, manufacturing disruptions, strategic collaboration, protection of the Company’s intellectual property rights and other risks disclosed in Aquaporin’s annual reports and other company announcements. Such risks, uncertainties, contingencies, and other important factors could cause actual events to differ materially from the expectations, projections, estimates, and targets expressed or implied in this announcement by such forward-looking statements. These forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties, in particular this announcement should not be construed as a confirmation neither that the Offering will complete, nor of the deal size or the offer price. The information, opinions, and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. Aquaporin expressly disclaims any obligation to update or revise any forward-looking statements, except as required by law.