Oslo, 20 June 2025
Reference is made to the stock exchange announcement made by Aquila Holdings ASA (the "Company") on 30 May 2025 regarding the notice of an extraordinary general meeting in connection with the Company's contemplated acquisition of between 90% and 100% of the shares in Fjord Defence AS, with part consideration in new shares in the Company (the "Acquisition"), the successful placement and conditional allocation of 75 million new shares raising gross proceeds of NOK 60 million (the "Private Placement"), and a potential subsequent offering of up to 12.5 million new shares in the Company (the "Subsequent Offering").
The extraordinary general meeting was held today, 20 June 2025. As follows from the attached minutes, all matters were resolved as proposed by the board, including (i) the share capital decrease by reducing the par value of each share from NOK 1.00 to NOK 0.70, (ii) the share capital increases pertaining to the issuance of 75,000,000 new shares in the Private Placement and of 175,187,968 consideration shares in the Acquisition, (iii) the change in the Company's name to "Fjord Defence Group ASA", and of the Company's objective as set out in its articles of association, and (iv) the board authorisation to increase the Company's share capital in the potential Subsequent Offering.
Settlement of the shares allocated to investors in the Private Placement is expected to take place on 24 June 2025 on a delivery-versus-payment (DVP) basis facilitated by a pre-funding agreement between the Company and SpareBank 1 Markets AS, acting as manager for the Private Placement. For settlement purposes, the Private Placement is divided in two tranches, of which (i) Tranche 1 consists of 46,938,193 shares, and Tranche 2 consists of 28,061,807 shares. The shares in Tranche 1 are expected to be tradeable on Euronext Expand on or about 23 June 2025. The shares in Tranche 2 will, together with the consideration shares in the Acquisition, be issued on a separate temporary ISIN pending approval by the Financial Supervisory Authority of Norway and publication of a prospectus. The shares in Tranche 2 will thus not be tradable until the prospectus has been approved by the NFSA, expected by the end of Q3 2025.
For more information about the Acquisition and the Private Placement, please refer to the Company's stock exchange announcement of 27 May 2025.
For further information, please contact:
Kristian Zahl, Interim CEO
kristian.zahl@aquilaholdings.no
+47 996 10 117
About Aquila Holdings
Aquila Holdings ASA ("AQUIL") is a Norwegian seismic multi-client and investment company listed on Euronext Expand. Aquila Holdings specializes in 3D ocean bottom node seismic multi-client data for near-field exploration. The company holds two key seismic multi-client assets, one in Norway and one in Egypt. Aquila Holdings also has an investment arm, with focus on investments in listed companies as well as companies expected to be listed. More information on www.aquilaholdings.no. Subject to completion of the acquisition of Fjord Defence AS, the company will be repositioned as a compounder seeking to acquire and develop fast-growing, profitable, and well-run companies in the defence industry and change its name to “Fjord Defence Group ASA”. For more information, please see the announcement of 27 May 2025.
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This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the Oslo Rule Book II.