NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA OR THE UNITED
STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER
OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Bergen, 29 October 2025: M Vest Water AS ("M Vest Water" or the "Company") has
decided to effect a private placement (the "Private Placement") of new shares
in the Company (the "Offer Shares") to raise gross proceeds of approximately
NOK 8 million (which amount may be increased at the sole discretion of the
Board if desirable to meet investor interest or otherwise) (the "Offer Size").
The subscription price per Offer Share is NOK 8 (the "Offer Price"), which
implies a premium to the 30 trading day VWAP for the shares in the Company,
which (unless the amount of the Private Placement is increased by the Board)
will result in 1,000,000 Offer Shares being issued within the Offer Size. The
Private Placement will, pursuant to an Underwriting Agreement (as defined
below), be underwritten by M Vest Invest AS and Haugland Gruppen AS (the
"Underwriters") up to a total underwriting obligation of NOK 8 million (the
"Total Underwriting Obligation"). The final number of Offer Shares issued in
the Private Placement will be determined by the Company's board of directors
(the "Board"). In combination with the Private Placement, the Company has
agreed with two of its shareholders to convert their outstanding shareholder
loan amounting to NOK 12 million plus interest of NOK 622,688 to new shares in
the Company, at a price per new share equal to the Offer Price (the
"Conversion").
The net proceeds from the Private Placement will be employed as working
capital in the Company and will be used to finance the Company's ongoing
projects and tender activities. The proceeds are expected to provide adequate
funding for the Company's current ongoing projects and tenders. As earlier
released in the Q2 earnings call the Company experiences high activity and
demand for its NORWAFLOC® products across all the Company's segments and the
net proceeds will be employed to meet this demand in working capital.
The Company's business segment Aquaculture is profitable due to increased
sales, and we expect the positive trend in recurring revenues from this
segment to continue into the following periods. The Company's dredging
operations in Germany is developing according to plan and we have a strong and
growing tender portfolio in both dredging and oil & gas in the Middle East,
which represents significant growth opportunities for the Company's NORWAFLOC®
and NORWAPOL® products.
The Private Placement will be directed towards selected domestic investors, in
each case subject to and in compliance with applicable exemptions from
relevant prospectus, filing and other registration requirements.
Pre-commitment and underwriting
Pursuant to, and subject to the terms and conditions of the underwriting
agreement between the Company and the Underwriters (the "Underwriting
Agreement"), the Underwriters have undertaken on a pro-rata basis (not
jointly) to underwrite an aggregate subscription amount in the Private
Placement up to the Total Underwriting Obligation). The Underwriters will not
be entitled to any underwriting fee. Each Underwriter has undertaken to take
all and any step required to give effect to the Conversion.
The application period for the Private Placement commences today, 29 October
2025, at 16:30 CET and closes on 30 October 2025 at 08:00 CET (the
"Application Period"). The Company reserves the right to shorten, close or
extend the Application Period at any time and for any reason on short, or
without notice. If the Application Period is shortened or extended, the other
dates referred to herein may be changed accordingly.
The minimum order size and allocation in the Private Placement will be the NOK
equivalent of EUR 100,000, provided that the Company may, at its sole
discretion, allocate Offer Shares for an amount below the NOK equivalent of
EUR 100,000 to the extent applicable exemptions from the prospectus
requirements pursuant to the Norwegian Securities Trading Act and ancillary
regulations (including Regulation (EU) 2017/1129) are available. Further
selling restrictions and transaction terms will apply. The Private Placement
is, for the avoidance of doubt, solely directed towards investors subject to,
and in compliance with, applicable exemptions from relevant prospectus or
registration requirements.
Allocation and settlement
Allocation of Offer Shares will be made at the sole discretion of the Board
after expiry of the Application Period (subject to any shortening or
extension), focusing on criteria such as (but not limited to) pre-commitments,
existing ownership in the Company, timeliness of the application, relative
order size, sector knowledge, perceived investor quality and investment
horizon. Notifications of allocations are expected to be distributed to
applicants on or about 30 October 2025.
The Offer Shares will be issued pursuant to the authorization granted to the
Board by the Company's annual general meeting on 27 March 2025 (the "Board
Authorization").
Settlement of the Offer Shares is expected to take place on 4 November 2025.
The Offer Shares will be delivered to applicants and will be tradable on
Euronext Growth Oslo as soon as possible after the share capital increase
related to the Private Placement has been registered with the Norwegian
Register of Business Enterprises and the Offer Shares have been issued in
Euronext Securities Oslo ("VPS").
Completion of the Private Placement is subject to a resolution by the Board to
consummate the Private Placement, including to allocate the Offer Shares and
issue the Offer Shares pursuant to the Board Authorization. The Company,
reserves the right, at any time and for any reason, to cancel, and/or modify
the terms of, the Private Placement prior to notification of allocation of
Offer Shares. Neither the Company or any of their respective directors,
officers, employees, representatives or advisors, will be liable for any
losses if the Private Placement is cancelled and/or modified, irrespective of
the reason for such cancellation of modification.
Equal treatment considerations
The Private Placement and the Conversion represents a deviation from the
shareholders' pre-emptive right to subscribe for the Offer Shares. The Board
has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Public Limited Companies Act, the Norwegian
Securities Trading Act, the rules on equal treatment under Oslo Rule Book II
for companies listed on the Oslo Stock Exchange, and guidelines on the rule of
equal treatment from Oslo Stock Exchange and the Financial Supervisory
Authority of Norway, at the latest the thematic review published on 19
December 2023, and deems that the proposed Private Placement is in compliance
with these obligations. The Board is of the view that it will be in the common
interest of the Company and its shareholders to raise equity through a private
placement, in particularly considering that the Company has been able to raise
equity at a subscription price which exceeds the recent traded price, at a
lower cost and with a significantly reduced completion risk compared to a
rights issue.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by [Morten Hilton Thomassen,
CFO] of M Vest Water AS on 29 October 2025 at the time set out in this notice
on behalf of the Company.
For further information, please contact:
Tor Olav Gabrielsen, CEO, tog@mvestwater.com, +47 92 40 86 07
Morten Hilton Thomassen, CFO, mht@mvestwater.com, +47 92 25 85 70
About M Vest Water AS:
M Vest Water is an environmental technology company which has developed unique
products and solutions to the water treatment industry, both industrial as
well as the municipal markets. The products are non-toxic, biodegradable and
without any harm to the environment. It obtains the highest degree of
purification in a cost-efficient arrangement.
M Vest Water is listed on Euronext Growth under the ticker MVW. For more
information, visit www.mvestwater.com.
Important information:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into
any jurisdiction in which such distribution would be unlawful or would require
registration or other measures.
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 "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering in the
United States or to conduct a public offering of securities in the United
States. Any sale in the United States of the securities mentioned in this
announcement will be made solely to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act.
In any member state of the European Economic Area ("EEA Member State"), this
communication is only addressed to and is only directed at qualified investors
in that EEA Member State within the meaning of the Prospectus Regulation,
i.e., only to investors who can receive the offer without an approved
prospectus in such EEA Member State. The "Prospectus Regulation" means
Regulation (EU) 2017/1129, as amended (together with any applicable
implementing measures) in any EEA Member State.
This communication is only being distributed to and is only directed at
persons in the United Kingdom that are (i) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth
entities, and other persons to whom this announcement may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as "relevant persons"). This communication
must not be acted on or relied on by persons who are not relevant persons. Any
investment or investments activity to which this communication relates is
available only for relevant persons and will be engaged in only with relevant
persons. Persons distributing this communication must satisfy themselves that
it is lawful to do so.
The issue, subscription or purchase of shares or other financial instruments
in the Company is subject to specific legal or regulatory restrictions in
certain jurisdictions. The Company assumes no responsibility in the event
there is a violation by any person of such restrictions. The distribution of
this release may in certain jurisdictions be restricted by law. Persons into
whose possession this release comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect",
"anticipate", "strategy", "intends", "estimate", "will", "may", "continue",
"should" and similar expressions. Any forward-looking statements in this
release are based upon various assumptions, many of which are based, in turn,
upon further assumptions. Such assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies and other
important factors which are difficult or impossible to predict. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying any forward-looking statements in
this announcement are free from errors nor does it accept any responsibility
for the future accuracy of the opinions expressed in this announcement or any
obligation to update or revise the statements in this announcement to reflect
subsequent events. You should not place undue reliance on any forward-looking
statements in this announcement. The information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice. The Company does not undertake any
obligation to review, update, confirm, or to release publicly any revisions to
any forward-looking statements to reflect events that occur or circumstances
that arise in relation to the content of this announcement.
This announcement is made by and, and is the responsibility of, the Company.
This announcement is for information purposes only and is not to be relied
upon in substitution for the exercise of independent judgment. It is not
intended as investment advice and under no circumstances is it to be used or
considered as an offer to sell, or a solicitation of an offer to buy any
securities or a recommendation to buy or sell any securities of the Company.
The distribution of this announcement and other information may be restricted
by law in certain jurisdictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions. This announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation as implemented in any EEA Member State.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR Article 17. The information was submitted for publication at
2025-10-29 16:30 CET.