Reference is made to the stock exchange notice dated 13 May 2019 where Aqualis ASA and Braemar Shipping Services plc (Braemar) announced an agreement whereby the Company would acquire three business lines (Adjusting, Marine and Offshore, jointly “BTS”) from Braemar representing the majority of the Braemar Technical Services division (the “Transaction”).
The Company hereby announces that all conditions for completion of the Transaction have been fulfilled, and that the Transaction has been completed.
As resolved by the annual general meeting of the Company held on 11 June 2019 (the “AGM”), the Company’s name is AqualisBraemar ASA (AqualisBraemar) with effect from Friday (June 21st, 2019).
Through this transaction, clients of AqualisBraemar will benefit from access to new capabilities, broader suite of services, bigger workforce and increased geographical footprint to enable even quicker operational support at or in close proximity to their offices and assets. “I have looked forward to this day. Combining our companies gives us greater critical mass within the marine and energy markets and means we will be much better positioned going forward. With our larger scale, more resources and our talented people, we will improve our ability to meet our clients’ needs globally. Our ambition is to meet the increasing expectations of our industry globally and to be recognized as the ‘go to’ consultant of the shipping and energy markets. The work for ensuring a successful integration begins now”, says David Wells, CEO of AqualisBraemar.
With the acquisition of BTS, AqualisBraemar is now represented with 48 offices in 33 countries across 5 continents.
“We are looking forward to welcoming our highly skilled new colleagues. Together we will work for a fast and smooth integration of people, cultures, services and innovative work”, says Reuben Segal, COO of AqualisBraemar.
As resolved by the AGM, Braemar CEO James Kidwell today began his term as member of the Board of Directors of AqualisBraemar.
Following the completion of the Transaction, Braemar has subscribed for and will be allocated 14,865,621 shares (the “Consideration Shares”) and 5,973,556 performance-based warrants (the “Warrants”). The issuance of the Consideration Shares will increase the Company’s share capital by NOK 1,486,562.10 to NOK 5,715,886 and is expected to be registered in the Companies Registry (Norwegian: Foretaksregisteret) on or about 24 June 2019. Provided that the prospectus is approved by the FSA in due time, listing of the Consideration Shares will occur on or about 24 June 2019. Note that the Consideration Shares are subject to a 24-month lock-up agreement as further described in the stock exchange notice dated 13 May 2019. Following this, Braemar will hold 14,865,621 shares corresponding to 26% of the shares and voting rights in the Company. Assuming full vesting of the Warrants, Braemar will hold 20,839,177 shares and rights to shares corresponding to 33% of the shares and votes of the Company.
As further described in the stock exchange notices dated 13 May 2019 and 7 June 2019, and as approved by the AGM on 11 June 2019, the Company will carry out underwritten equity issues raising gross proceeds of approximately USD 6 million. Braemar has committed to subscribe for USD 2 million in a private placement, while USD 4 million will be raised through a fully underwritten rights issue with preferential rights granted to Aqualis shareholders as of 11 June 2019. Provided that the prospectus is approved by the FSA in due time, the subscription period for the Rights Issue will commence on 24 June 2019 or as soon as possible thereafter. The subscription price in the equity issues will be NOK 3.96 per share. Please refer to the referenced stock exchange notices for further details.
Source: Aqualis Offshore