NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO
Hørsholm,
The Directed Share Issue
Bawat has received binding subscription commitments for the Directed Share Issue of
Subscription commitments have been received from two family offices with thorough insight and knowledge in the shipping industry as anchor investors (
The subscription price of
The Directed Share Issue is to be partly decided by the Board of Directors of Bawat with support of the authorization received at the extraordinary general meeting on
The Board of Directors is of the opinion that the proceeds from the Directed Share Issue would fulfill Nefco's requirement of matching Nefco-financing with equity which is seen as a favorable long-term financing for Bawat at market conditions and that the Directed Share Issue is 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 market volatility that has been observed during the beginning of 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. Moreover, unlike a rights issue, the Directed Share Issue is expected to broaden the shareholder base and provide the Company with new reputable owners, which the Board of Directors believes will strengthen the liquidity of the shares and be beneficial to the Company. The Company's Board of Directors considers it of immense importance to have long-term and financially strong shareholders.
In light of the above, the Board of Directors has made the assessment that the Directed Share Issue with deviation from the shareholders' preferential rights is the most favorable alternative for Bawat and in the best interest of the Company's shareholders.
If the Company has not received the final approval from Nefco and the Directed Share Issue has not been resolved by the Board of Directors of the Company, on or before
Nefco-financing final term sheet
The Nefco-financing has been confirmed in a signed term sheets between Nefco and Bawat, with a total loan amount of approximately
Nefco-financing first tranche - Loan
- Loan amount of up to
EUR 1.3 million - Repayment in equal instalments starting in 24 months with final maturity seven years from signing of the loan agreement
- Availability for 12 months
Nefco-financing second tranche - Convertible Loan
- Bawat shall issue a convertible loan to Nefco whereby Nefco has the right to convert the loan in full and subscribe for shares in Bawat no later than 18 months from disbursement
-
Loan amount of up to
EUR 1.0 million -
The price for the shares at possible conversion is set to a 15 percent premium to the average of the close price in the Bawat share during 10 days in April resulting in conversion price of
SEK 1.92 - Repayment in one instalment on the final maturity date i.e. in seven years unless converted
- Availability for 15 months
Use of proceeds
The net-proceeds from the Directed Share Issue will primarily be used for expanding the Company's global sales network with purpose to increase brand and technology awareness and expanding the technical support and execution organization. Selected investments related to BaaS-business model will also be made to expedite the development of the BaaS-business.
With the current strategy, the net-proceeds from the Directed Share Issue and the Nefco-financing are considered to be sufficient until the Company shows a positive cash flow and working capital requirements are generated by the business operations.
Lock up undertakings
The Company's board members and senior executives have, towards
Advisors
For further information, please contact:
CEO Bawat
+45 8870 8803
mph@bawat.com
www.bawat.com
This press release constitutes inside information that
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. And 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 now offers ballast water solutions to the maritime industry in three categories:
- A ship BWMS for Retrofit and New Builds
- Mobile containerized solution for multiple vessel usage in a port, on a ship or for rigs
- Ballast Water 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.
Bawat is listed on Nasdaq First North Premier Growth Market
Certified Adviser:
www.skmg.se
Important information
The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law and the recipients of this press release in jurisdictions where this press release has been published or distributed should inform themselves of and follow such legal restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell, or a solicitation of any offer, to acquire or subscribe for any securities in the Company in any jurisdiction, where such offer would be considered illegal or require registration or other measures.
This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in
This press release is not a prospectus as set forth in Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not approved any securities offering to the public in any member state of the EEA and no prospectus has been published or will be published in connection with the Directed Share Issue. In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation.
In the
This press release does not identify, or purport to identify, the risks (direct or indirect) that may be associated with an investment in the Company's shares. Any investment decision to acquire or subscribe for new shares in the Directed Share Issue must be made on the basis of all publicly available information relating to the Company and the Company's shares. Such information has not been verified by the
This press release does not constitute a recommendation for any investors' decisions regarding the Directed Share Issue. Each investor or potential investor should conduct an examination on their own analysis and evaluation of the business and information described in this press release and any publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the contents of the Company's website nor any other website accessible through hyperlinks on the Company's website are incorporated into or form part of this press release.
Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.
Forward-looking statements
This press release contains forward-looking statements that reflect the Company's intentions, assessments, or expectations about the Company's future results, financial position, liquidity, performance, prospects, anticipated growth, strategies and opportunities and the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and may be identified by the inclusion of words such as "believe", "expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should", "could", "aim" or "might", or, in each case, their negative, or similar expressions. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, it cannot be guaranteed that they will materialize or prove to be correct. Because these statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. 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 guarantee that the assumptions underlying the forward-looking statements in this press release are free from errors and readers of this press release should not place undue reliance on the forward-looking statements in this press release. The information, opinions and forward-looking statements that are expressly or implicitly contained herein speak only as of the date of this press release and are subject to change without notice. Neither the Company nor anyone else undertake 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 press release, unless this is required under law or Nasdaq First North Growth Market Rulebook for Issuers of Shares.
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