Aqualis ASA : Announcement of private placement in connection with the acquisition of Weifa AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 23 June 2014

Aqualis ASA (OSE: AQUA), reference is made to the stock exchange notices of 17 June 2014 and 19 June 2014 related to Aqualis ASA's ("Aqualis" or the "Company", ticker "AQUA") acquisition of Weifa AS ("Weifa") for a cash consideration of NOK 1,101 million, based on an enterprise value of NOK 1,170 million (the "Acquisition").

As part of the financing of the Acquisition, Aqualis has retained Carnegie AS (the "Manager") as sole bookrunner to advise on and effect a private placement of new shares (the "Offer Shares") directed towards Norwegian and international investors raising gross proceeds of NOK 700 million (the "Private Placement"). The Private Placement is fully underwritten by a group of Nordic and international institutional investors and family offices (the "Guarantors"), including the Company's largest shareholder Ferncliff and associated companies. The Guarantors have furthermore subscribed for a substantial amount in the Private Placement and have been guaranteed a minimum allocation of 75% on their subscription.

The subscription price per Offer Share (the "Offer Price") and the number of Offer Shares to be issued in the Private Placement (and the NOK 100 million rights issue to be conducted in August 2014) will be finally determined by the Company on the basis of a pre-money valuation of the Company excluding its offshore and marine business (e.g. Aqualis Offshore), which will be spun off into a separately listed company prior to the issuance of the Offer Shares (the "Spin-Off"), of NOK 70 million plus any cash or other financial assets in the Company, including a possible loan to the company being spun-off. The Company expects this amount to be approximately NOK 40 million resulting in an Offer Price of NOK 0.65 per Offer Share (preliminary and subject to changes).

The bookbuilding period for the Private Placement opens today (23 June 2014) at 09:00 CET and closes at 19:00 CET. The Manager may, however, at any time resolve to close or extend the bookbuilding period at its sole discretion and on short notice. The minimum subscription amount in the Private Placement has been set to NOK 2,500,000.

The completion of the Private Placement is subject to the approval by an Extraordinary General Meeting to be held on or about 5 August 2014. The Company has already received pre-acceptances from a majority of the current shares and votes in the Company.

Notification of conditional allotment and payment instructions are expected to be sent out by the Manager on or about 25 June 2014. Payment date for the allocated shares has been set to 6 August 2014 with delivery of the Offer Shares expected on or about 12 August 2014 (after the completion of the Spin-Off). The Offer Shares will not be listed or tradable on the Oslo Stock Exchange until the share capital increase has been registered in the Norwegian Business Register and a listing prospectus has been approved by The Financial Supervisory Authority of Norway.

Contacts:
Gunnar Manum
Acting CEO
+47 23 01 49 92 / +47 95 17 91 90
gunnar.manum@aqualis.no

Christian Opsahl
CFO
+47 901 101 53
christian.opsahl@aqualis.no

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

Important information:

The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia).

This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States. The subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any 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. The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to any other matter referred to in this release.

Forward-looking statements:
This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

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