Bawat Water Technologies AB has resolved on directed share issues of approximately SEK 7 million to fully match the Nefco-financing
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Hørsholm, Denmark, January 15, 2024 – The board of directors of Bawat Water Technologies AB (”Bawat” or the “Company”) has resolved on directed share issues of maximum 4,410,000 shares at a price of SEK 1.60 per share. The first directed share issue is directed to existing shareholders as well as an external investor and was resolved by the board of directors of Bawat with the support of an issue authorization (the “First Directed Share Issue”). The second directed share issue is directed to Bawat’s chairman Klaus Nyborg and is subject to approval by a general meeting of Bawat in accordance with Ch. 16 of the Swedish Companies Act (the “Second Directed Share Issue”, together with the First Directed Share Issue, the “Directed Share Issues”). The Directed Share Issues are fully subscribed and through the Directed Share Issues Bawat will receive approximately SEK 7 million in total before transaction costs. The Directed Share Issues are carried out in order to match the financing the Company has been granted from Nordic Environment Finance Corporation (“Nefco”) and thus be eligible to receive a convertible loan of up to EUR 1.0 million (the “Nefco-financing”).
The Directed Share Issues
The terms of the Directed Share Issues
The board of directors of Bawat has resolved on the Directed Share Issues of maximum 4,410,000 shares at a subscription price of SEK 1.60 per share. The Directed Share Issues are comprised of two directed issues of new shares. The First Directed Share Issue has been resolved with the support of an issue authorization granted by the Annual General Meeting held on June 7, 2023, and includes a maximum of 4,060,000 shares. The investors participating in the First Directed Share Issue consist of the existing shareholders Norchem Trading AS and associated parties, who has subscribed for 2,800,000 shares, ARK Invest ApS, Christian Sagild and of the external investor Gerhard Dal. The Second Directed Share Issue includes a maximum of 350,000 shares and is directed to Bawat’s chairman Klaus Nyborg. The Second Directed Share Issue is conditional upon approval by a general meeting, which will be convened in a separate notice, in accordance with Ch. 16 of the Swedish Companies Act. The Directed Share Issues are fully subscribed and through the Directed Share Issues Bawat will receive approximately SEK 7 million in total before transaction costs. The Directed Share Issues are carried out in order to fully match the financing that the Company has been granted from Nefco in accordance with what was announced by the Company through press releases on March 24, 2023, April 17, 2023, and on April 26, 2023.
The Company will be granted a loan of EUR 50,000 from Klaus Nyborg which is to be wholly set off in the Second Directed Share Issue.
Deviation from the shareholders’ preferential rights and subscription price
The reasons for the deviation from the shareholders' preferential rights are as follows. The board of directors is of the opinion that the proceeds from the Directed Share Issues will fulfill Nefco's requirement of matching Nefco-financing with equity which is seen as a favorable long-term financing for the Company at market conditions and that the Directed Share Issues are positive for the Company's further development and to secure sufficient working capital need. The board of directors has also considered the possibility to raise the required equity through a rights issue. The board of directors has concluded that a rights issue would entail significantly longer execution time and thereby increased market risk exposure compared to a directed share issue. In addition, given the limited size of the Directed Share Issues and the market volatility that has been observed during 2023 and which is still ongoing, the board of directors has assessed that a rights issue would also require significant underwriting commitments from an underwriting syndicate, which would entail additional costs and/or additional dilution depending on the type of consideration paid for such underwriting commitments. The investors participating in the Directed Share Issues have been selected on objective grounds to ensure that the Directed Share Issues can be carried out on favorable terms for the Company. The investors, consisting of both existing shareholders and an external investor, are financially strong owners which are prepared to support the Company’s long-term growth plans, which the board of directors believes creates security, stability and favorable conditions for the Company’s growth. It is thus deemed to be beneficial for both the Company and the Company’s shareholders.
In light of the above, the board of directors has made the assessment that the Directed Share Issues with deviation from the shareholders' preferential rights is the most favorable alternative for Bawat and in the best interest of the Company's shareholders.
The subscription price in the Directed Share Issues is SEK 1.60 per share. The subscription price has been determined through arm-length negotiations with the investors and other potential investors. The subscription price reflects the current industry and market conditions and demand and is thus considered by the board of directors to be on market terms.
Dilution
The First Directed Share Issue corresponds to a dilution of approximately 7.3 percent of the current total number of outstanding shares and votes, and the Second Directed Share issue will result in an additional dilution of approximately 0.7 percent of the current total number of outstanding shares and votes. The Directed Share Issues corresponds to a total dilution of approximately 7.9 percent of the current total number of outstanding shares and votes and the total number of shares and votes in the Company will be 55,703,621 and the total share capital will be SEK 919,109.7465 after the Directed Share Issues.
Advisors
Arctic Securities AS, filial Sverige acts as issuing agent and Advokatfirman Lindahl KB acts as legal advisor to the Company in connection with the Directed Share Issues.
FOR MORE INFORMATION, PLEASE CONTACT:
Investors & Media:
Marcus P. Hummer, CEO, E-mail: [email protected]
John B. Henriksen, CFO, E-mail [email protected]
Certified Adviser
Svensk Kapitalmarknadsgranskning AB
This press release constitutes inside information that Bawat Water Technologies AB is obliged to make public pursuant to the EU Market Abuse Regulation 596/2014. The information was sent for publication, through the agency of the contact persons set out above, at the time stated by the Company's news distributor, Cision, at the publication of this press release on January 15, 2024, at 18:30 CET.
About Bawat
The development of an entirely new approach to ballast water treatment utilizing onboard waste heat to treat ballast water led to the founding of Bawat in 2011. A ballast water treatment system avoids disposal of untreated water in seas and harbors.
Bawat's BWMS is a system that is simple, cost-effective, and sustainable, build on a zero environmental impact, using standard marine components. No filters, no chemicals no UV. Bawat is the first to market a USCG/IMO Type Approval BWMS that uses pasteurization to treat ballast water in a one-pass process.
Bawat has built upon its innovative breakthrough, and offers ballast water solutions to the maritime industry in three categories:
- Ship BWMS (https://www.bawat.com/ship-bwms/) for Retrofit and New Builds
- Mobile containerized solution (https://www.bawat.com/mobile-bwms/) for multiple vessel usage in a port, on a ship or for rigs
- Ballast Water as a Service (https://www.bawat.com/ballast-water-treatment-as-a-service/ballast-water-treatment-as-a-service/) for contingency services in ports
Bawat is an engineer-driven company that is rooted in the tradition of Danish maritime innovation and with a deep maritime insight: www.bawat.com.