IMPORTANT INFORMATION

Transkript

1 Prospectus Prospectus for the listing of 22,695,227 New Shares on Oslo Axess, each with a nominal value of NOK 0.20 per share, issued through a Private Placement at a Subscription Price of NOK 0.50 per New Share. Prospectus for the Subsequent Offering and listing of minimum 1 and maximum 5,071,573 Offering Shares, each with a nominal value of NOK 0.20 per share, at a Subscription Price of NOK 0.50 per Offering Share, directed to shareholders not allocated New Shares in the Private Placement resolved on 6 May 2010 Listing of up to 5,071,573 Offering Shares on Oslo Axess Subscription Period: 28 May 2010 at 9:00 (CEST) to 11 June 2010 at 16:30 (CEST) Managed by Prospectus dated 27 May 2010

2 IMPORTANT INFORMATION This prospectus (the Prospectus ) has been prepared in order to provide information regarding Aqua Bio Technology ASA (the Company ) and its business in connection with the listing of new shares (the New Shares ) issued in a private placement resolved by the board of directors (the Board ) of the Company on 6 May 2010 (the Private Placement ) and a subsequent offering (the Subsequent Offering ) of shares (the Offering Shares ) directed to shareholders not allocated New Shares in the Private Placement and listing of Offering Shares on Oslo Axess, as described in sections 4 and 5 below. This Prospectus has been prepared to comply with the Norwegian Securities Trading Act and applicable EU-regulations. The Financial Supervisory Authority of Norway (the FSA ) has reviewed and approved this Prospectus in accordance with the Norwegian Securities Trading Act Section 7-7. This Prospectus has been published in an English version only. Part of the financial information in the Prospectus is incorporated by reference from the financial statements for the year ended 31 December 2009, already filed and disclosed on All inquiries relating to this Prospectus should be directed to the Company or to Terra Markets AS or VentureLab AS (collectively the Managers ). No other person has been authorized to give any information about or make any representation on behalf of the Company in connection with the listing of the New Shares or the Subsequent Offering and listing of Offering Shares, and, if given or made, such information or representation must not be relied upon as having been authorized by the Company or the Managers. The information in the Prospectus is of the date hereof and is subject to change, completion and amendment. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the date of publication of this Prospectus will be published and announced as a supplement to this Prospectus in accordance with Section 7-15 of the Norwegian Securities Trading Act. Furthermore, the Company has, from its listing on Oslo Axess on 9 January 2008, been obligated to publish information on Oslo Stock Exchange s information system and on the Company s internet site in accordance with the Oslo Axess Regulations. Announcements relating to the matters described in this Prospectus will be considered to have been made once they have been received by Oslo Axess and distributed through its information system. Unaudited financial statements for the three months ended 31 March 2010 will be published through the information system on Oslo Børs, on 28 May The Company will not make any further disclosures on interim financial information, except as mentioned in the foregoing sentence unless required by law. The contents of this Prospectus are not to be construed as legal, business, financial or tax advice. Each prospective investor should consult its own legal advisor, business advisor, financial advisor or tax advisor as to legal, business, financial and tax advice. This offer is made for the securities of a company incorporated in Norway. The offer is subject to Norwegian disclosure requirements. Financial statements included in the document have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as adopted by the EU. Prospective investors should review the accounting policies applied in the preparation of the financial statements and consult their own accounting experts in order to understand how such differences may be relevant to their review of the Company s financial statements. Each prospective investor and subscriber of Offering Shares must comply with all applicable laws and regulation in force in any jurisdiction in which it purchases, applies for, offers or sells the New Shares or Offering Shares or possesses or distributes this Prospectus and must obtain any consent, approval or permission required for acquiring new shares. Each Subscriber of Offering Shares will be deemed to have acknowledged, by its subscription for Offering Shares that the Company and the Managers and their respective affiliates and other persons will rely on the accuracy of the acknowledgements, representations and agreements set forth herein. All inquiries relating to this Prospectus or the matters addressed herein should be directed to the Company or the Managers. No persons other than those described in this Prospectus have been authorized to disclose or disseminate information about this Prospectus or about the matters addressed in this Prospectus. If given, such information may not be relied upon as having been authorized by the Company. Norwegian law shall govern this Prospectus, and any disputes relating to this Prospectus or the listing of New Shares or the Subsequent Offering and listing of Offering Shares are subject to the sole jurisdiction of Norwegian courts, with Oslo District Court as legal venue. Investing in the Company s Shares involves risks. See section 2 Risk Factors of this Prospectus. The distribution of this Prospectus may be restricted by law in certain jurisdictions. No action has been or will be taken in any jurisdiction other than Norway by the Managers or the Company that would permit the possession or distribution of the Prospectus in any jurisdiction where specific action for that purpose is required. This Prospectus may not be used for the purpose of, and does not constitute, an offer to sell or issue, or a solicitation of an offer to buy or subscribe for, any securities in any jurisdictions in any circumstances in which such offer or solicitation is not lawful or authorized. The Company and the Managers require persons in possession of this Prospectus inform themselves about and to observe such restrictions.

3 CONTENTS 1 SUMMARY Information about the Company The Private Placement The Subsequent Offering Summary of Risk Factors Summary of Operating and Financial Information Largest Shareholders and Related Party Transactions Patents, Licenses and IPR Advisors and Auditors Documents on display RISK FACTORS Market Risk Operational Risks Financial Risk Factors Other Risks Risks Related to the Shares RESPONSIBILITY STATEMENTS The Board of Directors Third party information Forward Looking Statements DETAILS OF THE LISTING IN CONNECTION WITH THE PRIVATE PLACEMENT Overview of the Private Placement Purpose and use of proceeds Purchase Price Allocation of New Shares in the Private Placement The rights conferred by the New Shares Registration and delivery of the New Shares Listing of the New Shares Share capital before and after the completion of the Private Placement Gross proceeds from the Private Placement Dilution Managers Legal counsel and auditors Costs Jurisdiction and choice of law Interest of natural and legal persons involved in the Private Placement DETAILS OF THE SUBSEQUENT OFFERING Overview of the Subsequent Offering Purpose and use of proceeds Subscription price Subscription period The subscription procedure Allotment Payment of the Offering Shares Registration and delivery of the Offering Shares Listing of the Offering Shares The rights conferred by the Offering Shares Transferability of the Offering Shares Share capital before and after the Subsequent Offering Gross proceeds from the Subsequent Offering Dilution Managers Legal counsel and auditors Costs Jurisdiction and choice of law Interest of natural and legal persons involved in the Subsequent Offering Mandatory anti-money laundering procedures COMPANY INFORMATION General Corporate Structure History and Development... 28

4 6.4 Objectives and Strategy The Products and the Technology Patents, Trademarks and other IPR Research and Development Strategy Key Competitive Advantage Regulatory Issues Research and Production Strategy Licence Agreement Property, Fittings and Equipment MARKET OVERVIEW The personal product market Key Players Competitors BOARD OF DIRECTORS, MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE Incorporation of the Company Articles of Association Board and Management Board of Directors Executive Management Incentive Programs Conflicts of Interest etc Employees and Consultants Pension Obligations Fraudulent Offence, Bankruptcy etc Corporate Governance OPERATING AND FINANCIAL INFORMATION Summary of Significant Accounting Principles Critical Accounting Estimates and Judgments Historical Consolidated Financial Information Significant Changes in the Group s Financial or Trading Position since December 31, Trends Investments Information on Holdings Capital Resources Working Capital Statement Funding and Treasury Policies and Objectives Statutory Auditor SHARES AND SHARE CAPITAL General Share Capital Development of Share Capital Outstanding Authorizations Own Shares Ownership Structure Noticeable Shareholdings Dividend Policy Articles of Association Statutory Auditor Related Party Transactions SHAREHOLDER MATTERS Transfer of Shares Disclosure Requirements Mandatory Filing Requirements Mandatory Bid Requirement Compulsory Acquisition Voting Rights General Meetings of Shareholders Additional Share Issuances and Preferential Rights Dividends Change of the Rights of Holders of Shares Redemption and Conversion Rights Rights on Liquidation Reports to Shareholders Notification and Publication Requirements NORWEGIAN TAXATION

5 12.1 Introduction Norwegian shareholders Foreign shareholders Norwegian taxation Duties on transfer of shares Inheritance tax LEGAL AND ARBITRATION PROCEEDINGS ADDITIONAL INFORMATION Documents on Display Incorporation by reference definitions and glossary Appendices: Appendix 1 Appendix 2: Appendix 3: Appendix 4: Appendix 5: Articles of Association for Aqua Bio Technology ASA Aqua Bio Technology s Annual Report for 2007 (IFRS) with Auditor s Report Aqua Bio Technology s Annual Report for 2008 (IFRS) with Auditor s Report Aqua Bio Technology s Annual Report for 2009 (IFRS) with Auditor s Report Subscription Form 5

6 1 SUMMARY NOTE: This summary should be read as an introduction to the Prospectus and any decision to invest should be based on consideration of the Prospectus as a whole by the investor, including the documents incorporated by reference and the risks of investing set out in Risk Factors. This summary is not complete and does not contain all the information that you should consider in connection with any decision relating to the Shares. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff might under the applicable legislation have to bear the costs of translating the Prospectus before the legal proceedings are initiated. No civil liability will attach to the board of directors of Aqua Bio Technology ASA in respect of this summary, unless it is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus. 1.1 Information about the Company Business Description Aqua Bio Technology ASA is an independent developer and manufacturer of patented ingredients and technology to the dermatological segment of the global personal product industry. The international personal product market for dermatological products is estimated at over USD 55 billion per year. The market for products profiled as based on natural ingredients and products profiled as having a physiological effect in addition to being a cosmetic product is alone estimated to more than USD 25 billion annually. The Company operates in this market as a provider of active and natural ingredients and technologies with documented properties. Products The Company s products are based on novel marine ingredients derived from the pure and protected environment of Norwegian waters. Zonase X is a safe cosmetic ingredient derived from the hatching fluid of salmon. It gently removes dead cells in the outer layer of the skin, initiating and accelerating the skin s renewal and healing process. Zonase X provides safe and effective exfoliation of skin without the inflammations often associated with acids used in cosmetics today. Zonase X was developed at the University of Bergen. The Smids technology allows customizing the melting point of ointments without altering the water content ratio of the product or adding artificial agents. The technology allows for better absorption of the active ingredients in the ointments, thereby ameliorating their cosmetic properties. Smids was developed at The University of Science and Technology (NTNU) in Trondheim, Norway Patents have been awarded for Zonase X and Smids. For more product information see section 6.5. History and Development The Company was established on 10 April 2004 in Sandefjord, Norway, as Biolink AS, and later changed name to Kilda Biolink AS. In May 2007, the Company acquired all outstanding shares in Aqua Bio Technology AS, established on 14 April 2000 in Bergen, Norway, by Professor Bernt Th. Walther (PhD). Subsequent to the acquisition, the Company changed its name to Aqua Bio Technology AS, and the acquired company changed its name to Kilda Biolink AS. Aqua Bio Technology and Kilda Biolink hereinafter jointly referred to as the Aqua Bio Group or the Group. In September 2007 the Company was transformed into a public limited liability company (ASA allmennaksjeselskap ) and was listed on Oslo Axess 9 January, In fourth quarter 2008 the Company sold its consumer skin care product line and thereto attached trademarks and rights to Zona Nordic AB. As of today, ABT has signed 23 NDA s, primarily with international companies, whereof 14 were signed in the period Q4 09 Q1 10. During Q1 10 NDA s have been signed with potential customers from e.g. USA, Canada, Germany, Spain and the UK. In May 2010, the Company signed a strategic development- and supply agreement with a global health care corporation. The Board and Management of Aqua Bio Technology ASA run the Group at a strategic level as well as on a day to day basis. There are no on-going activities in Kilda Biolink AS. Objectives and Strategy The Company s overall strategy comprises three elements: 6

7 Market Zonase and Smids as ingredients and technology by entering long-term agreements with wellestablished brands in the dermatological industry focusing on the cosmetic segment In close cooperation with customers further document the benefits of Zonase X and Smids Investigate and develop new applications of existing technologies, in addition to searching for other, patentable technologies and substances with an international commercial potential The goal is to become a notable, international supplier of ingredients and technology to the dermatological industry and related markets, respected for innovative technology, as well as sound and competent dialogue with customers. Since fall 2007 the Company has worked presenting and introducing the Company s technology and ingredients to major international participants in the cosmetics and dermatological market. During the last 12 months the Company participated at some of the major cosmetic industry trade fairs promoting the Zonase technology and winning significant attention. This has resulted in a number of leads, The Company has entered into two supply and development agreements in addition to several non-disclosure agreements with cosmentic companies. Board of Directors, Management, and Employees Board of Directors The Board consists of the following persons: Thor Arne Talseth, Chairman Bernt Theodor Walther Tone Bjørnov Anne-Sofie Utne Kjeld Rimberg Management Senior management is comprised of the following persons: Arild Roar Rasmussen, CEO Thor Arne Talseth, COO Bernt Theodor Walther, Head of R&D Hans Kristian Leren, Production Manager. Employees As of the date of the Prospectus, the Company has 5 employees. For details on the Company s administrative bodies, management and employees, see section 8. Share Capital The Company s share capital as of the date of this Prospectus, after the completion of the Private Placement, will be NOK 19,050,755.40, divided into 95,253,777 Shares of one class only and equal in all respects, each with a par value of NOK The Company is a public limited company organized under Norwegian law. All Shares of the Company are of the same class and equal in all respects. Each Share carries the right to one vote in general meetings. The Company s Articles of Association do not provide for limitations on the transferability or ownership of Shares. The Company s share register is operated through the Norwegian Central Securities Depository ( VPS ). The Company s registrar is DnB NOR Bank ASA. The securities number (ISIN number) for the Company s Shares is NO Articles of Association The objects and purposes of the Company are to develop and market dermatological, cosmetic and other health care products by utilizing new technology and research results. This shall be enabled through own R&D and through cooperation with domestic as well as international institutions. Reference is made to Appendix 1 to this Prospectus. Research and Development, Patents and Licenses Aqua Bio Group secures its intellectual property through patents of selected IPR, and holds patents on Zonase for Norway, USA, EU and other countries. Patent applications have been filed for the Smids technology. 7

8 1.2 The Private Placement Purpose of the Private Placement The purpose of the Private Placement was to facilitate further growth and development of the Company through improvement of its working capital situation. The Placement was target towards a limited number of existing shareholders and certain investors to ensure swift completion and the financial security of the Company Overview of the Private Placement On 6 May 2010 the Company s Board resolved to increase the Company s share capital through the issuance of New Shares. The New Shares were subscribed by a limited number of existing shareholders and certain investors by contribution in cash, and by certain of the Company s creditors through settlement with contribution in kind by offsetting the creditor s claim against the Company. Details of the Private Placement: Size of the Private Placement: 22,695,227 New Shares, consisting of 21,420,000 Shares issued against cash consideration and 1,275,227 Shares issued against contribution in kind by setting of debt, each New Share with a par value of NOK 0.20 Subscription Price: NOK 0.50 per Share Allocation: 7 May 2010 Payment due: 11 May 2010 Registration in the Register of Business On or about 27 May 2010 Enterprises: Delivery of New Shares to the Subscribers VPS On or about 28 May 2010, at the latest 4 June 2010 accounts: Admission to trading of the New Shares on Oslo The New Shares are expected to be admitted for trading on Axess: Gross proceeds of the Private Placement or about the date of this Prospectus Total gross proceeds from the Private Placement were NOK 11,347,613.75, whereas NOK 10,710,000 was in cash and NOK 637, was contribution in kind. The total issued Share Capital of the Company after the completion of the Private Placement will increase to NOK 19,050,755.40, divided into 95,253,777 Shares of one class only and equal in all respects, each with a par value of NOK The following table gives an overview of the transaction and costs: (NOK) Cash contributions 10,710, Contributions in kind 637, Gross proceeds 11,347, Transaction costs 1,100, Net cash proceeds from private placement 9,610, Figure 1.1 Private Placement - transaction and costs No expenses or taxes are charged to the subscriber in the Private Placement by the Company or the Managers. For more information see section 4. 8

9 1.2.3 Settlement, VPS-registration, transferability, listing, and trading of the New Shares on Oslo Axess Settlement of the New Shares in the Private Placement is made through registration of the New Shares in the Register of Business Enterprises and distribution of the New Shares to the subscriber s VPS account, which is expected to take place on or about 28 May A subscriber does not receive its New Shares until such subscriber pays its New Shares in full and the share capital increase is registered with the Norwegian Register of Business Enterprises (Foretaksregisteret). The New Shares are issued at the time of registration with the Norwegian Register of Business Enterprises. A subscriber may sell or transfer its shares as soon as they are issued by registration with the Norwegian Register of Business Enterprises. The New Shares may be sold or transferred on Oslo Axess upon the delivery of the New Shares to the subscriber s VPS account. The Company s existing Shares currently trades on Oslo Axess under the symbol ABT Dilution For the Company s shareholders after the Private Placement, the dilution is percent per share, provided that they did not participate in the Private Placement. 1.3 The Subsequent Offering Purpose of the Subsequent Offering The purpose of the Subsequent Offering is to enable shareholders who were not allocated New Shares in the Private Placement the ability to subscribe for Offering Shares at the same price as in the Private Placement and to limit dilution from the Private Placement. The intention of the Subsequent Offering is therefore to facilitate for equal treatment of the shareholders Overview of the Subsequent Offering On 26 May 2010, the Company s Board resolved to increase the share capital of the Company by up to NOK 1,014, through an offering of minimum 1 and maximum 5,071,573 Offering Shares in the Company at subscription price NOK 0.50 per Offering Share directed towards shareholders not allocated New Shares in the Private Placement. Details of the Subsequent Offering: Size of the Subsequent Offering: 5,071,573 Offering Shares each with a par value of NOK 0.20 Subscription Price: NOK 0.50 per Share Subscription Period: From and including 28 May 09:00 CEST to and 11 June 16:30 CEST, subject to any extensions Trading in subscription rights It will not be issued transferable subscription rights Allocation: 15 June 2010 Payment due: 18 June 2010 Registration in the Register of Business On or about 24 June 2010 Enterprises: Delivery of Offering Shares to the Subscribers On or about 25 June 2010, at the latest 9 July 2010 VPS accounts: Admission to trading of the Offering Shares on The Offering Shares are expected to be admitted for trading Oslo Axess: on or about 28 June 2010 after publication of this Prospectus and after the share capital increase as a result of the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises Number of Shares before the Subsequent 95,253,777 Shares, each with a par value of NOK 0.20 Offering: Number of Shares after the Subsequent Offering: Gross proceeds of the Subsequent Offering: Up to NOK 2,535,786,50 Up to 100,325,350 Shares, each with a par value of NOK

10 1.3.3 Distribution Allotment of the Offering Shares is expected to take place on or about 15 June A description of the results of the Subsequent Offering will be made public by stock exchange notice on NewsWeb on or about 15 June All subscribers being allotted Offering Shares will receive a letter from the Managers confirming the number of Offering Shares allotted to the subscriber and the corresponding amount to be paid. This letter is expected to be mailed on or about 15 June Each subscriber who has a Norwegian bank account provides by signature on the Subscription Form Terra Markets AS a one-time irrevocable authorisation to debit a bank account for payment of the allocated Offering Shares. Debit of the accounts will take place after allocation, on or about 18 June The Offering Shares will be registered with the VPS under ISIN NO The Offering Shares will not be delivered to the subscribers' VPS accounts before they are fully paid, registered with the Norwegian Register of Business of Enterprises and registered in the VPS. The registrar for the Shares is DnB NOR ASA, Stranden 21, N-0021 Oslo, Norway. All subscribers subscribing for Offering Shares must have a valid VPS account to receive Offering Shares. Assuming that payments from all subscribers are made when due, delivery of the Offering Shares is expected to take place on or about 25 June Assuming that payments from all subscribers are made when due, it is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 24 June Admission to trading All of the Offering Shares will be listed on Oslo Axess. Assuming timely payment by all subscribers, the Company expects that the Offering Shares will be listed on Oslo Axess on or about 28 June Dilution Assuming full subscription in the Subsequent Offering, the percentage of immediate dilution resulting from the Subsequent Offering for the Company s shareholders who do not subscribe for Offering Shares is approximately 5.32 per cent. Dilution is defined as the number of Offering Shares that will be issued as a percentage of shares outstanding after the share issue Costs Assuming full subscription, the transaction costs directly attributable to the Subsequent Offering, are expected to be approximately NOK 150, Summary of Risk Factors A number of risk factors may adversely affect the Company. Hereunder is an overview of the most relevant risk factors described in section 2. However, the risks discussed in section 2 are not the only ones that may affect the Company. Additional risks not presently known to the Company or that the Company currently considers immaterial may also affect the value of the shareholders investments in the Company. Investors should make their own risk assessments before making a decision to invest in the Shares. Risk factors related to the Company and the industry: Macroeconomic fluctuations Competitors Technological changes Immature company Insurance against risk Contractual risk Key personnel Scalability Partnerships Inaccurate estimates 10

11 Patents and licenses Currency fluctuations External capital Trade barriers Political events Government regulations Environmental factors Credit risk Liquidity risk Risk factors relating to the Shares: Volatility of share price Exercise of voting rights for nominee shareholders Transfer restrictions Limitation of ability to make claims against the Company The ability to bring an action against the Company may be limited under Norwegian law 1.5 Summary of Operating and Financial Information Selected Financial Information The summary of consolidated financial data set forth below may not contain all of the information that is important to an investor when evaluating the Company s financial performance and should be read together with section 9 and Appendices 2 to 4 of this Prospectus. The consolidated annual financial information has been extracted from the Company s annual consolidated financial statements that have been audited by the Company s independent auditors. Figures in NOK 1, IFRS Audited 2008 IFRS Audited 2007 IFRS Audited Revenue EBITDA (6 329) (22 679) (14 671) EBIT (12 162) (49 049) (20 487) Profit/(loss) for period (8 579) (36 089) (11 974) Total assets Working capital Equity Debt Cash flow from: Operating activities (7 719) (13 521) (12 386) Investment activities (359) (2 044) (1 945) Financial activities Cash at end of period Figure 1.2: Selected financial information Summary of Capitalization and Indebtedness The table below shows a summary of Aqua Bio Group s unaudited capitalization and indebtedness based on audited consolidated financial statements for December 31, 2009 (in NOK thousands). In addition, the Company announced on 18 March 2010 that it had resolved a share capital increase by issuance of new shares through conversion of debt to equity. An amount of NOK was converted into equity through the issue of shares, each with a nominal value of NOK 0.20 per share. On 6 May 2010 the Company resolved to issue 22.7 million New Shares in a private placement. The subscription price in the Private Placement was set to NOK 0.50 per share and gross proceeds in cash is NOK 10.7 million. When the capital 11

12 increase is registered, the total amount of Shares in Aqua Bio Technology ASA will increase from 72,558,550 to 95,253,777 shares, each with a nominal value of NOK 0.20 per share. The share capital will increase from NOK 14,511, to NOK 19,050, at the registration of the capital increase. Cash and share premium reserve will increase by gross proceeds less transaction costs. Estimated transaction costs are NOK 1.1 million. Figures in NOK 1,000 December 31, 2009 Total current debt Total non-current debt Total indebtedness (A) Shareholders equity (B) Total capitalization and indebtedness (A+B) Liquidity (C) Current financial receivables (D) Current financial debt (E) Net current financial indebtedness (C + D E) (F) Non-current financial debt (G) Net financial indebtedness (F-G) (1 299) Figure 1.3: Summary of capitalization and net indebtedness (unaudited) based on the Company s annual consolidated financial statements for 2009 The table above should be read together with the Company s annual consolidated financial statements and the related notes thereto, as well as the information under section 9 and Appendices 2 to 4. Significant Changes and Trends since December 31, 2009 The company raised NOK 11,347, in the Private Placement, whereas NOK 10,710,000 was in cash and NOK 637, was contribution in kind, as described in Chapter 4. Apart from the Private Placement, there have been no significant changes in the Groups s financial or trading position Since December 31, Largest Shareholders and Related Party Transactions 20 Largest Shareholders The following table, showing the shareholder structure as of the date of this Prospectus, sets out the 20 largest shareholders of the Company after the completion of the Private Placement: Name Number of shares In percent of total share capital ROGER HOFSETH AS 6,528, % PACIFIC ANDES INT. HOLDINGS LTD 6,330, % INITIA AB 6,000, % BLUEFIELD AS 5,821, % BOLAKS AS 4.832, % KJELD RIMBERG CONSULTING AS 4,751, % MP PENSJON 4,630, % PECUNIA FORVALTNING AS 3,714, % NOR MARINE INVEST AS 3,184,871 3,34 % JYB INVEST AS 3.018, % STAVERN HELSE OG FORVALTNING AS 2,976, % IGNITE AS 2,750, % TENVIK DIAGNOSTIKK OG FORVALT. AS 2,322, % ZYM HOLDING AS 2,084, % BARSKE GLEDER AS 1,556, % TANNLEGE PER HAGEN AS 1,486, % SHB STOCKHOLM CLIENTS ACCOUNT 1,474, % 12

13 STRØMME 1,250, % KAGGE AS 1,000, % A-ZYM AS 930, % Others 28,611,418 30,04 % Total 95,253, % Figure 1.4: The 20 largest shareholders After registration of the New Shares in VPS, the Company will have approximately 328 shareholders, of whom 15 are non-norwegian. Noticeable shareholdings The following shareholders will own more than 5 percent of the issued share capital in the Company at the date of this Prospectus, after the completion of the Private Placement: Pacific Andes International Holdings (BVI) Limited holds 6,330,000 shares in the Company, equaling 6.65 percent of the total share capital. Initia AB holds 6,000,000 shares in the Company, equaling 6.30 percent of the total share capital. Thor Arne Talseth controls Ignite AS and Nor Marine Invest AS and owns 5,934,871 shares in the Company, equaling 6.23 % of the total share capital. Roger Hofseth AS holds 5,870,000 shares in the Company, equaling 6.42 percent of the total share capital. Bluefield AS is controlled by Kjetil Dahl and holds 5,821,391 shares in the Company, equaling 6.11 percent of the total share capital. Bolaks AS is controlled by the Holmefjord family and holds shares in the Company, equaling 5.07 percent of the total share capital. Bolaks is the supplier of hatching fluid from which the Company s main product, Zonase, is being manufactured. Kjeld Rimberg holds shares in the Company, equaling 5.00 percent of the total share capital through Kjeld Rimberg & Co AS and Kjeld Rimberg Consulting AS. All Shares and shareholders have equal rights, including voting rights. For more information see section Related party transactions During the period covered by the historical financial information the Company has entered the following related party transactions: Year Related Party Description of Transaction Amount 2006 Bluefield AS Liquidity loan from Bluefield AS to Aqua Bio Technology ASA (no longer in force) NOK 1,250, Myrvollveien 3B AS Subordinated loan from Myrvollveien 3B AS to Aqua Bio Technology ASA (no longer in force) NOK 650,000 +5% interest per annum 2006 Jarl Kjelstadli 2007 Kjell H. Bakke, previous chairman 2007 AS Bolaks and Zym Holding AS 2007 Aquazym Technology AS Subordinated loan from Jarl Kjelstadli to Aqua Bio Technology ASA (no longer in force) Part-time consultancy with Aqua Bio Technology ASA (no longer in force) Share purchase and sale agreement with Kilda Biolink AS regarding 100% of the shares in Aquazym Technology AS Exclusive, royalty-free license to use Kilda Biolink s Zonase patents on all fields except cosmetics and dermatological applications NOK 150,000 +5% interest per annum NOK 50,000 per month NOK Kjeld Rimberg Consulting AS, Part-time consultancy with Aqua Bio 2009 (Kjeld Rimberg, Board member) Technology ASA and liquidity loan NOK 540, Bluefield AS (Kjetil Dahl, previous Part-time consultancy with Aqua Bio 2009 Board member) Technology ASA and liquidity loan NOK 323, Valutacorp AS, (Tone Bjørnov, Part-time consultancy with Aqua Bio NOK 62,500-13

14 2009 Board member) Technology ASA Kauna Management AS, (Anne Part-time consultancy with Aqua Bio 2009 Sofie Utne, Board member) Technology ASA NOK 71, Zym Holding, (Bernt Th. Walther, Part-time consultancy with Aqua Bio Board member) Technology NOK 200, Nor Marine Invest AS (Thor A Part-time consultancy with Aqua Bio Talseth, Chairman of the board) Technology ASA NOK 376,117 AS Bolaks Supplier of raw material - Figure 1.5: Related party transactions Option Agreements Except for share option agreements with the Board (described in section 8.3) and the Management (described in section 8.4), no option agreements exist with related parties. All the transactions have been carried out as part of the ordinary operations and at an arm s length basis. 1.7 Patents, Licenses and IPR Aqua Bio Group secures its intellectual property through patents of selected IPR. The company seeks to build a patent portfolio to secure the critical basis of its technology, fabrication processes, and possible applications in the cosmetic and dermatological fields. It is the policy of the Company to constantly evaluate and pursue patenting opportunities of its R&D activities. UK, US and PCT patent applications for the Smids technology have been filed. Scope of IPR The Company has granted Aquazym Technology AS a license to utilize the Zonase-technology outside of the dermatological and cosmetic areas on an exclusive basis. No such applications have as yet been identified. Other In addition to patents, the Company maintains important and proprietary know-how and technologies related to materials, production processes, quality control and other aspects of its business that are held as trade secrets. Some of this know-how is central to the cost-efficient manufacturing of Zonase. This knowledge in combination with patents is an important factor in protecting the Company s existing and future businesses. For detailed information please refer to section Advisors and Auditors Managers Terra Markets AS and VentureLab AS has acted as the Company s Managers in connection with the Private Placement and the Subsequent Offering. Terra Markets AS Parkveien Oslo VentureLab AS Haakon VIIs gate Oslo Advisors Advokatfirmaet Selmer DA has acted as the Company s Advisor in connection with the Private Placement and the Subsequent Offering. Advokatfirmaet Selmer DA Postboks 1324 Vika 0112 Oslo Auditor The Company s auditor is Ernst & Young AS, state authorized public accountant, who has acted as the Company s auditor since inception. 14

15 Ernst & Young AS Oslo Atrium Postboks Oslo 1.9 Documents on display For the life of this Prospectus, the following documents may be inspected as indicated below: Articles of Association for Aqua Bio Technology ASA Aqua Bio Technology s Annual Report for 2009 (IFRS) with Auditor s Report Aqua Bio Technology s Annual Report for 2008 (IFRS) with Auditor s Report Aqua Bio Technology s Annual Report for 2007 (IFRS) with Auditor s Report The documents will be available for inspection for the life of the Prospectus in the Company s office (see below) and the Managers offices (see addresses above), respectively, during normal business hours. 15

16 2 RISK FACTORS The following risk factors are particularly important for any evaluation of the risk profile of the Company. The factors discussed in the following section are considered to represent the most important risk factors affecting the Company s earnings and value. However, the risks discussed below are not the only ones that may affect the Company. Additional risks not presently known to the Company or that the Company currently considers immaterial may also affect the value of the shareholders investments in the Company. 2.1 Market Risk Macroeconomic Fluctuations Lower economic growth or a downturn in the Company s main markets could have a negative effect on the Company s business and profitability. The Company has limited control over market prices, which can be affected by numerous factors including international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased or decreased production due to competition. The effect of these factors on the price of the Company s products and technologies, and therefore the future economic viability of the Company, cannot be accurately predicted. Competitors The cosmetic industry is highly competitive in all phases and the Company will be competing with many established companies, which may have competitive advantages. Technological Changes Rapid technological changes or altered customer needs may deteriorate the Company s competitiveness. Immature Company Aqua Bio Technology is a relatively young company, with new products in a highly competitive market. Therefore, investing in the Company involves inherent risks. 2.2 Operational Risks Insurance against Risk The Company may not be able to insure against all risks on commercially viable terms, and there will always be a risk that certain events may occur for which only partial or no indemnity is payable according to the Company's insurance. Contractual During periods where the Company s revenues originates from a limited amount of parties, a dependency towards these parties will be established where a breach of contractual obligations, reduced demand, and similar events on the part of the contractual counterpart may have a substantial impact on the performance of the Company. Such events are sought mitigated through agreements giving an exclusivity or preference to contractual parties against minimum purchases or certain payment terms. Furthermore, the Company will seek to increase the number of parties to decrease its dependency. Key Personnel The loss of any of the members of its senior management or other key personnel or the inability to attract a sufficient number of qualified employees could adversely affect its business and results of operations. Scalability Scalability and the ability to handle organic growth may have a negative impact on the Company s future performance. Partnerships Partners may choose to discontinue their collaboration with the Company. Inaccurate Estimates There can be uncertainty factors in estimating the value of raw materials. In order to evaluate the stock, the activity level of the enzymes must be evaluated. The evaluation may later prove to be inaccurate, and the stock may therefore be adjusted downward or upward. 16

17 Patents and Licenses The success, competitive position and future revenues will depend in part on the Company s ability, and the ability of its licensors and partners, to obtain and maintain patent protection for its products, methods, processes and other technologies, to preserve trade secrets, to prevent third parties from infringing on proprietary rights and to operate without infringing the proprietary rights of third parties. To date, the Company holds and has applied for certain exclusive patent rights in major markets and predicts to file additional applications. However, the Company cannot predict: The degree and range of protection any patents will afford against competitors and competing technologies, including whether third parties will find ways to invalidate or otherwise circumvent the patents. If and when additional patents will be issued. Whether or not others will obtain patents claiming aspects similar to those covered by the Company s patents and patents applications. Whether the Company will need to initiate litigation or administrative proceedings, or whether such litigation or proceedings are initiated by third parties against the Company, which may be costly, regardless of if the Company wins or loses. Whether third parties will claim that the Company s technology infringes upon their rights. 2.3 Financial Risk Factors Currency Fluctuations A proportion of the Company s operating revenues and expenses are exposed to fluctuations in various foreign currencies. Potential customer agreements can also be in foreign currency. Consequently, foreign exchange rate fluctuations may impact the Company s revenues for the life of these agreements, which may be as long as 10 to 20 years. Going forward, the Company may use financial currency hedging instruments to reduce this risk. External Capital A lack of access to external capital or material changes in the terms and conditions relating to the same could limit the Company s future growth and strategy and have an impact on the Company s finance costs. Credit Risk All credit sales include a risk of loss as a consequence of non-ability to meet payments, restrictions on currency etc. When entering into new contracts the Company may not succeed to include an element of payment in cash, or demands of bank guarantees to secure the Company against credit losses. An increasing international activity, where the Company may not be in a position to demand bank guarantees or elements of up front or cash payment, may entail increased credit risk to the Company. In this connection the need for securing claims, possibly in combination with factoring to secure financing of rapid growth, will be considered. Liquidity The Company may require additional funding in the future for working capital purposes, due to the chase of new business opportunities or due to unforeseen expenses or investments. No guarantee can be given that the Company will be able to raise the required capital, either as equity and/or debt capital, at acceptable terms and within the required time frame. The Company has as of the date of this Prospectus limited cash earning operations. During this period the Company will have to base its operation on equity financing, as well as applying for public and/or private sources for R&D resources for relevant projects. 2.4 Other Risks Trade barriers Monetary trade barriers and other non-monetary barriers could have a material adverse effect on the Company s business, results of operations and financial condition. Political Events Political events could change the business climate and regulation in a way that has a negative impact on the value of the Company s operations. Government Regulations The operations of the Company will, from time to time, require permits from governmental authorities and will be governed by laws and regulations regarding potential infringement of health and pharmaceutical regulation, taxation, employment standards, occupational health, environmental protection and other matters. The Company 17

18 may in the future need to apply for permits from different authorities, which may be denied by the Government. Companies engaged in the life science and cosmetic industries can experience increased costs as a result of the need to comply with applicable laws, regulations and permits as they change in the future. Environmental Factors Natural services based companies are subject to environmental regulations in the jurisdictions in which it operates. Environmental legislation may evolve in a manner, which in the future may require stricter regulations, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. There are no assurances that future changes in environmental regulations, if any, will not adversely affect the Company s operations and activities. Compliance with respect to environmental regulations, closure and other matters may involve significant costs and/or other liabilities. Non-Governmental Organizations may also from time to time criticize the Company's operations and development plans. 2.5 Risks Related to the Shares Volatility of the Share Price The price of the Company s Shares may experience substantial volatility. The trading price of the Shares could fluctuate significantly in response to variations in operating results, adverse business developments, interest rate changes, changes in financial estimates by securities analysts, matters announced in respect of major customers or competitors or changes to the regulatory environment in which the Company operates. Market conditions may affect the Shares regardless of the Company s operating performance or the overall performance of the life science and cosmetic industries. Accordingly, the market price of the Shares may not reflect the underlying value of the Company s net assets, and the price at which investors may dispose of their Shares at any point in time may be influenced by a number of factors, only some of which may pertain to the Company while others of which may be outside the Company s control. The market price of the Shares could decline due to sale of a large number of shares in the market or the perception that such sales could occur. Such sales could also make it more difficult for the Company to offer equity securities in the future at a time and at a price that are deemed appropriate. Exercise of Voting Rights for Nominee Shareholders Beneficial owners of the Shares that are registered in a nominee account (e.g. through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is re-registered in their names with the VPS prior to the Company s general meetings. The Company cannot guarantee that beneficial owners of the Shares will receive the notice for a general meeting in time to instruct their nominees to either effect a reregistration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Transfer Restrictions The Company has not registered the Shares under the US Securities Act of 1933 or the securities laws of other jurisdictions than Norway and the Company does not expect to do so in the future. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or subscription rights. Limitation of Ability to Make Claims against the Company The ability of subscribers of Shares in the Company to make claims against the Company is severely limited under Norwegian law once the capital increase has been registered in the Norwegian Register of Companies. It may be difficult for investors based in the United States to enforce civil liabilities predicated on U.S. securities laws against the Company, the Company s Norwegian affiliates or the Company s directors and executive officers. The Ability to Bring an Action against the Company May Be Limited under Norwegian Law The Company is a public limited liability company incorporated under the laws of Norway. The rights of holders of Shares are governed by Norwegian law and by the Articles of Association. These rights differ from the rights of shareholders in other jurisdictions, e.g. typical U.S. corporations. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. Under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company takes priority over actions brought by shareholders in respect of such acts. In addition, it may be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, U.S. securities laws. 18

19 3 RESPONSIBILITY STATEMENTS 3.1 The Board of Directors The board of directors of Aqua Bio Technology ASA accepts responsibility for the information given in this Prospectus. The board of directors hereby declares that, to the best of our knowledge, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and contains no omission likely to affect its import. Oslo, 27 May 2010 The Board of Directors of Aqua Bio Technology ASA Thor Arne Talseth, Chairman Bernt T. Walther Tone Bjørnov Anne Sofie Utne Kjeld Rimberg 3.2 Third party information The information in this Prospectus that has been sourced from third parties has been accurately reproduced and as far as the Company is aware and able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used. 3.3 Forward Looking Statements This Prospectus includes forward-looking statements, including, without limitation, projections and expectations regarding the Company s future financial position, business strategy, plans and objectives. All forward-looking statements included in this document are based on information available to the Company, and views and assessment of the Company, as of the date of this Prospectus. The Company expressly disclaims any obligation or undertaking to release any updates or revisions of the forward-looking statements contained herein to reflect any change in the Company s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless such update or revision is prescribed by law. When used in this document, the words anticipate, believe, estimate, expect, seek to, may, plan and similar expressions, as they relate to the Company, its subsidiaries or its management, are intended to identify forward-looking statements. The Company can give no assurance as to the correctness of such forward-looking statements and investors are cautioned that any forward-looking statements are not guarantees of future performance. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the Company and its subsidiaries, or, as the case may be, the industry, to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company s present and future business strategies and the environment in which the Company and its subsidiaries are operating or will operate. Factors that could cause the Company s actual results, performance or achievements to materially differ from those in the forward-looking statements include, but are not limited to, those described in Section 2 Risk Factors and elsewhere in the Prospectus. Given the aforementioned uncertainties, prospective investors are cautioned not to place undue reliance on any of these forward-looking statements. 19

20 4 DETAILS OF THE LISTING IN CONNECTION WITH THE PRIVATE PLACEMENT 4.1 Overview of the Private Placement At the extraordinary general meeting of the Company on 16 April 2009 it was resolved to authorize the Board, on one or several occasions, to increase the share capital by a maximum of NOK through issue of new Shares, each with a par value of NOK According to the authorization, the Board is authorized to set aside the existing shareholders pre-emptive rights. The authorization to increase the Company s share capital is valid 2 years from its registration in the Register of Business Enterprises. The purpose of the authorization is to give the Board financial capability to complete transactions which may contribute to strengthen the Company s commercial position, equity or financial stability. The Company s Board is issued an authorization to perform capital increases according to the Public Limited Liability Act on the following terms: (In-house translation of resolution) 1. The share capital can be increased, on one or several occasions, by up to a maximum of NOK in total; 2. The authorization is valid two years from the date of registration in the Register of Business Enterprises; 3. The existing shareholders preferential right according to the Public Limited Liability Act 10-4 can be waived; 4. The authorization also covers share capital increases against other contributions than cash and gives a right to incur obligations on behalf of the Company according to the Public Limited Liability Act 10-2; 5. The board may perform the changes in the Company s articles of association required due to capital increases based upon this authorization. Prior to the completion of the Private Placement, the remaining authorization to increase the share capital amounted to a maximum of NOK 5,553,360. On 6 May 2010 the Company s Board resolved to increase the Company s share capital through the issuance of New Shares. The New Shares were subscribed by a limited number of existing shareholders and certain investors by contribution in cash, and by certain of the Company s creditors through contribution in kind by offsetting the creditors claims against the Company. A total of 22,695,227 New Shares were issued in the Private Placement at a purchase price of NOK 0.50 (the Purchase Price ) per share with total proceeds of NOK 11,347, Participants in the Private Placement could subscribe for New Shares through cash payment and through conversion of debt to equity. Of the total gross proceeds NOK 10,710,000 was in cash and NOK 637, was contribution in kind through contribution in kind by offsetting of creditors claims against the Company. Details of the Private Placement: Size of the Private Placement: 22,695,227 New Shares, consisting of 21,420,000 Shares issued against cash consideration and 1,275,227 Shares issued against contribution in kind by setting of debt, each New Share with a par value of NOK 0.20 Purchase Price: NOK 0.50 per Share Allocation: 7 May 2010 Payment due: 11 May 2010 Registration in the Register of Business On or about 27 May 2010 Enterprises: Delivery of New Shares to the Subscribers VPS On or about 28 May 2010, at the latest 4 June 2010 accounts: Admission to trading of the New Shares on Oslo Axess: The New Shares are expected to be admitted for trading on or about the date of this Prospectus The following table gives an overview of transaction and costs: (NOK) Cash contributions 10,710, Contributions in kind 637,

21 Gross proceeds 11,347, Transaction costs 1,100, Net cash proceeds from private placement 9,610, Purpose and use of proceeds The purpose of the Private Placement was to facilitate further growth and development of the Company through improvement of its working capital situation. The Private Placement was targeted towards a limited number of existing shareholders, certain investors and creditors to ensure swift completion and the financial security of the Company. For this reason, the existing shareholders pre-emptive rights were set aside. The proceeds from the Private Placement will be used to strengthen the Company s balance and facilitate further market focus. 4.3 Purchase Price The Purchase Price in the Private Placement was, after consultation with the Managers, set at NOK 0.50 per Share by the Board through a book building process. The Purchase Price was determined on the basis of an overall evaluation of various factors including investors demand at different Share price levels and the development of the Share price on Oslo Axess prior to the Private Placement. The Purchase Price represented a discount of 2 per cent the last 14 days and a discount of 4 % per cent the last three months, from the date of the resolution of the Private Placement. 4.4 Allocation of New Shares in the Private Placement The Private Placement was directed towards certain large shareholders and external investors selected based on perceived investor quality, size and timelines of application. The Board decided to set aside the shareholders preferential right to subscribe for New Shares. Notification of allocation and payment instructions were sent to the subscribers on 7 May The rights conferred by the New Shares The New Shares will in all respects carry full shareholder rights equal to the existing Shares of the Company once the New Shares have been issued and registered at the Norwegian Register of Business Enterprises. The New Shares carry right to dividends, if any, which is resolved distributed after the share capital increase is registered in the Norwegian Register of Business Enterprises in line with all other shares of the Company. Each New Share will confer the right to one vote at general meetings. All shares also carry an equal right to any surplus in the event of a liquidation of the Company. According to Norwegian law and the Company s Articles of Association, the New Shares are freely transferable. 4.6 Registration and delivery of the New Shares The share capital increase in connection with the Private Placement will be registered in the Norwegian Register of Business Enterprises on 27 May The New Shares are to be delivered to the VPS accounts of the subscribers in the Private Placement on or about 28 May 2010, subject to approval and publication of this Prospectus and registry of the share capital increase. The New Shares will be registered in VPS under the Company s ISIN NO The New Shares were issued pursuant to the Norwegian Public Limited Companies Act. The Company s registrar for the Shares is DnB NOR ASA, Stranden 21, N-0021 Oslo, Norway. 4.7 Listing of the New Shares The 22,695,227 New Shares are to be listed on Oslo Axess on or about the date of this Prospectus,provided that the New Shares are duly registered as set out in section 4.6. The Company is not aware of any Shares being traded on any other market. 21

22 4.8 Share capital before and after the completion of the Private Placement The Company s share capital prior to the Private Placement was NOK 14,511,710 divided into Shares, each with a par value of NOK The Company s share capital after the completion of the Private Placement will be NOK 19,050, divided into 95,253,777 shares, each with a par value of NOK Gross proceeds from the Private Placement The gross proceeds from the Private Placement to the Company were NOK 11,347,613.75, including the conversion of debt to equity of NOK 637, Dilution The percentage of immediate dilution resulting from the Private Placement for the Company s shareholders who did not participate in the Private Placement was approximately per cent. Dilution is defined as the number of New Shares issued as a percentage of shares outstanding after the share issue Managers The Private Placement was managed by Terra Markets AS and VentureLab AS Legal counsel and auditors Advokatfirmaet Selmer DA has acted as the Company s Advisor in connection with the Private Placement and the Subsequent Offering. The Company s auditor is Ernst & Young AS, state authorized public accountant, who has acted as the Company s auditor since inception Costs The estimated transaction costs for the Company related to the Private Placement and listing of the New Shares issued in connection with the Private Placement and the Subsequent Offering as further described in Section 5, is estimated to be approximately NOK million, of which approximately NOK 1.1 million relates to the Private Placement. The net proceeds of the Private Placement will be approximately NOK 9.6 million. No expenses or taxes were charged to the subscribers in the Private Placement by the Company or the Managers Jurisdiction and choice of law This Prospectus is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of Oslo District Court Interest of natural and legal persons involved in the Private Placement The Company is not aware of any natural or legal person having an interest in the Private Placement which is material in the context of the Private Placement. 22

23 5 DETAILS OF THE SUBSEQUENT OFFERING 5.1 Overview of the Subsequent Offering At the extraordinary general meeting of the Company on 16 April 2009 it was resolved to authorize the Board, on one or several occasions, to increase the share capital by a maximum of NOK through issue of new Shares, each with a par value of NOK According to the authorization, the Board is authorized to set aside the existing shareholders pre-emptive rights. The authorization to increase the Company s share capital is valid 2 years from its registration in the Register of Business Enterprises. The purpose of the authorization is to give the Board financial capability to complete transactions which may contribute to strengthen the Company s commercial position, equity or financial stability. (In-house translation of resolution) The Company s Board is issued an authorization to perform capital increases according to the Public Limited Liability Act on the following terms: 1. The share capital can be increased, on one or several occasions, by up to a maximum of NOK in total; 2. The authorization is valid two years from the date of registration in the Register of Business Enterprises; 3. The existing shareholders preferential right according to the Public Limited Liability Act 10-4 can be waived; 4. The authorization also covers share capital increases against other contributions than cash and gives a right to incur obligations on behalf of the Company according to the Public Limited Liability Act 10-2; 5. The board may perform the changes in the Company s articles of association required due to capital increases based upon this authorization. At the date of the Prospectus, after the completion Private Placement, the remaining authorization to increase the share capital amounts to a maximum of NOK 1,014, On 26 May 2010, the Company s Board resolved to increase the share capital of the Company by up to NOK 1,014, through an offering of minimum 1 and maximum Offering Shares in the Company at a subscription price of NOK 0,50 (the Subscription Price ) per Offering Share directed towards shareholders not allocated New Shares in the Private Placement resolved on 6 May Details of the Subsequent Offering: Size of the Subsequent Offering: 5,071,573 Offering Shares each with a par value of NOK 0.20 Subscription Price: NOK 0.50 per Share Subscription Period: From and including 28 May 09:00 CEST to and 11 June 16:30 CEST, subject to any extensions Trading in subscription rights It will not be issued transferable subscription rights Allocation: 15 June 2010 Payment due: 18 June 2010 Registration in the Register of Business On or about 24 June 2010 Enterprises: Delivery of Offering Shares to the Subscribers On or about 25 June 2010, at the latest 9 July 2010 VPS accounts: Admission to trading of the Offering Shares on The Offering Shares are expected to be admitted for trading Oslo Axess: on or about 28 June 2010 after publication of this Prospectus and after the share capital increase as a result of the Subsequent Offering has been registered with the Norwegian Register of Business Enterprises Number of Shares before the Subsequent 95,253,777 Shares, each with a par value of NOK 0.20 Offering: Number of Shares after the Subsequent Offering: Gross proceeds of the Subsequent Offering: Up to NOK 2,535,786,50 Up to 100,325,350 Shares, each with a par value of NOK

24 5.2 Purpose and use of proceeds The main purpose of the Subsequent Offering is to enable shareholders who were not allocated New Shares in the Private Placement the ability to subscribe for Offering Shares at the same Purchase Price as in the Private Placement and to limit dilution from the Private Placement. The intention of the Subsequent Offering is therefore to facilitate for equal treatment of the shareholders. For this reason, the existing shareholders pre-emptive rights were set aside. The proceeds from the Private Placement will be used to strengthen the Company s balance and facilitate further market focus. 5.3 Subscription price The Subscription Price is NOK 0.50 per Offering Share, payable in cash. The Subscription Price was resolved by the Company s Board on 26 May 2010, based on the Purchase Price in the preceding Private Placement of 6 May 2010, as set out in section 4. The Purchase Price in the Private Placement was, after consultation with the Managers, set by the Board through a book building process. The Purchase Price was determined on the basis of an overall evaluation of various factors including investors demand at different Share price levels and the development of the Share price on Oslo Axess prior to the Private Placement. The subscribers of Offering Shares will not incur any costs related to the subscription for the Offering Shares. 5.4 Subscription period The Offering Shares may be subscribed in the period from 28 May 2010 at 9:00 (CEST) to 11 June 2010 at 16:30 (CEST) (the Subscription Period ), subject to any extensions. Prospective investors are herby informed that unaudited financial statements for the three months ended 31 March 2010 will be published through the information system on Oslo Børs, on 28 May The Company will not make any further disclosures on interim financial information, except as mentioned in the foregoing sentence unless required by law. 5.5 The subscription procedure Subscriptions for Offering Shares must be made on the subscription form attached hereto as Appendix 5 (the Subscription Form ). Properly completed Subscription Forms must be received by the Managers no later than 11 June 2010 at 16:30 (CEST). Contact details for the Managers: Terra Markets AS Parkveien Oslo Norway Telephone: Fax: VentureLab AS Haakon VIIs gt Oslo Norway Telephone: Fax: All questions concerning the validity, form eligibility (including time of receipt and record ownership) and acceptance of subscription for Offering Shares will be determined by the Company, whose determination will be final and binding. Subscription Forms that are incompletely or incorrectly completed, or which are received after the expiration of the Subscription Period, may be disregarded by the Company without further notice. The subscriber bears the risk of any delay in the postal communication, busy fax lines and data problems preventing Subscription Forms from being timely received by the Managers. The Company will not be obligated to honour any subscription for Offering Shares if the Managers receive documents relating to such subscription after the expiration of the Subscription Period, regardless of when the documents were transmitted. The Company 24

25 reserves the right to reject any subscription if such subscription is not in accordance with the terms of the Subsequent Offering or not in proper form or if the acceptance thereof or the issuance of Offering Shares pursuant thereto could be deemed unlawful. All subscriptions for Offering Shares are irrevocable and legally binding on the subscriber once the Subscription Form is received by the Managers. Oversubscription is permitted. Multiple subscriptions are allowed. In the event that a rights holder submits two or more identical Subscription Forms, only the first Subscription Form received by the Managers will be taken into account. 5.6 Allotment Allotment of the Offering Shares is expected to take place on or about 15 June The following allocation criteria will be used for allotment of Offering Shares in the Subsequent Offering: Only shareholders of the Company as of 6 May 2010 who did not participate in the Private Placement are eligible to subscribe and be allotted Offering Shares. Such shareholders are entitled to be allotted a part of the Offering Shares correspondent to their pro rata ownership in the Company on 6 May Each Share in the Company held by such shareholder per 6 May 2010 will entitle to be allotted of Offering Shares. To the extent all the Offering Shares are not subscribed, the remaining Offering Shares will be allotted to those shareholders who have subscribed for a number of Offering Shares exceeding the number of Offering Shares they are entitled to be allotted in accordance with the preceding paragraph. In the event of oversubscription, subscribers of Offering Shares shall have the right to pro rata allotment of their subscribed Offering Shares relatively to their respective holding of Shares in the Company as of 6 May A description of the results of the Subsequent Offering will be made public by stock exchange notice on NewsWeb on or about 15 June All Subscribers being allotted Offering Shares will receive a letter from the Managers confirming the number of Offering Shares allotted to the Subscriber and the corresponding amount to be paid. This letter is expected to be mailed on or about 15 June Payment of the Offering Shares Each subscriber who has a Norwegian bank account provides by signature on the Subscription Form Terra Markets AS a one-time irrevocable authorisation to debit a bank account for payment of the allocated Offering Shares. Debit of the accounts will take place after allocation, on or about 18 June Terra Markets AS is only authorized to debit each account once, but reserves the right to make up to three debit attempts, at the latest on 25 June Should the subscriber have insufficient funds on the account, the Board retains the right to after three (3) days to annul or sell the allocated Offering Shares at the subscribers risk and cost. Payment instructions for subscribers who does not have a Norwegian bank account will be sent out in the notification of allocation which will be sent by the Managers to the subscribers, see section 5.6 of the Prospectus. Notification of allocation will be sent out on or about 15 June Debit of the accounts/payments will take place on or about 18 June The Managers will hold payments received on the basis of subscribed Offering Shares in a separate account until the Offering Shares have been issued by the Company. 5.8 Registration and delivery of the Offering Shares The Offering Shares will be registered with the VPS under ISIN NO The Offering Shares will not be delivered to the subscribers' VPS accounts before they are fully paid, registered with the Norwegian Register of Business Enterprises and registered in the VPS. The registrar for the Shares is DnB NOR ASA, Stranden 21, N Oslo, Norway. All subscribers for Offering Shares must have a valid VPS account to receive Offering Shares. Assuming that payments from all subscribers are made when due, delivery of the Offering Shares is expected to take place on or about 25 June Assuming that payments from all subscribers are made when due, it is expected that the share capital increase will be registered in the Norwegian Register of Business Enterprises on or about 24 June

26 5.9 Listing of the Offering Shares All of the Offering Shares will be listed on Oslo Axess. Assuming timely payment by all subscribers, the Company expects that the Offering Shares will be listed on Oslo Axess on or about 28 June The Shares of the Company are not listed on, and no application has been filed for listing on, any other stock exchange or regulated market than Oslo Axess The rights conferred by the Offering Shares The Offering Shares will in all respects carry full shareholder rights equal to the existing Shares of the Company once the Offering Shares have been issued and registered at the Norwegian Register of Business Enterprises. The Offering Shares carry right to dividends, if any, which is resolved distributed after the share capital increase is registered in the Norwegian Register of Business Enterprises in line with all other shares of the Company. Each Offering Share will confer the right to one vote at general meetings. All Offering Shares also carry an equal right to any surplus in the event of a liquidation of the Company Transferability of the Offering Shares A subscriber will not under any circumstances be entitled to sell or transfer its Offering Shares until such subscriber has paid these in full and the share capital increase in connection with the Subsequent Offering has been registered in the Norwegian Register of Business Enterprises. Upon payment of the Offering Shares and registration of the Offering Shares in the Norwegian Register of Business Enterprises, the Offering Shares will be freely transferable Share capital before and after the Subsequent Offering As of the date of this Prospectus, the Company s share capital is NOK 19,050, divided into 95,253,777 shares, each with a par value of NOK The Company s share capital is fully paid up and issued in accordance with Norwegian Law, subject to the completion of the Private Placement. The final number of Offering Shares to be issued in connection with the Subsequent Offering will depend on the number of Offering Shares subscribed. The maximum number of Offering Shares to be issued is 5,071,573, all with a nominal value of NOK 0.20 per Share which will give a further increase in the Company s total number of issued Shares from 95,253,778 to a maximum of 100,325,350, hence the share capital following the Subsequent Offering will be up to NOK 20,065,070. The Offering Shares will be issued in accordance with the resolution passed at the Board Meeting held on 27 May Please see Section 10 Shares and Share Capital for a further description of the Company s share capital. The share premium resulting from the Subsequent Offering, less the direct expenses, will be allocated to the Company s share premium fund Gross proceeds from the Subsequent Offering The gross proceeds from the Subsequent Offering to the Company will be up to NOK 2,535, Dilution Assuming full subscription in the Subsequent Offering, the percentage of immediate dilution resulting from the Subsequent Offering for the Company s shareholders who do not subscribe for Offering Shares is approximately 5.32 per cent. Dilution is defined as the number of Offering Shares that will be issued as a percentage of shares outstanding after the share issue Managers The Subsequent Offering is managed by Terra Markets AS and VentureLab AS Legal counsel and auditors Advokatfirmaet Selmer DA has acted as the Company s Advisor in connection with the Private Placement and the Subsequent Offering. The Company s auditor is Ernst & Young AS, state authorized public accountant, who has acted as the Company s auditor since inception Costs Assuming full subscription, the estimated transaction costs for the Company related to the Subsequent Offering and listing of the Offering Shares issued in connection with the Subsequent Offering, will be approximately NOK 26

27 150,000, meaning that the net proceeds of the Subsequent Offering will be approximately up to NOK 2,385, million. No expenses or taxes will be charged to the subscribers in the Subsequent Offering by the Company or the Managers Jurisdiction and choice of law This Prospectus is subject to Norwegian law, unless otherwise indicated herein. Any dispute arising in respect of this Prospectus is subject to the exclusive jurisdiction of Oslo District Court Interest of natural and legal persons involved in the Subsequent Offering The Company is not aware of any natural or legal person having an interest in the Subsequent Offering which is material in the context of the Subsequent Offering Mandatory anti-money laundering procedures The Subsequent Offering is subject to the Norwegian Money Laundering Act No. 11 of 6 March 2009 and the Norwegian Money Laundering Regulation No. 302 of 13 March 2009 (collectively the Anti-Money Laundering Legislation ). All subscribers who are not registered as existing customers with the Managers must verify their identity to the Managers in accordance with requirements of the Anti-Money Laundering Legislation, unless an exemption is available. The verification of identification must be completed prior to the expiration of the Subscription Period. 27

28 6 COMPANY INFORMATION If not otherwise indicated in the text, the source of the information in this section is Aqua Bio Technology. Information that has been sourced from a third party has been accurately reproduced. As far as the Company is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. 6.1 General Aqua Bio Technology ASA was incorporated and registered with the Norwegian Register of Business Enterprises on 9 March 2004 under the name of Kilda Biolink AS, a Norwegian private limited liability company with registration number and operates under Norwegian Law. On 22 October 2007 the Company was transformed into a public limited liability company, ASA, as a result of a resolution at the Extraordinary General Meeting held on 25 September The Company s principal place of business is: Aqua Bio Technology ASA C. Sundtsgt. 51 N-5004 Bergen Norway Telephone: Fax: Website The Company is an independent developer, manufacturer and seller of patented natural marine based ingredients and technology to the dermatological and personal product industry. The Company s activities are related to the patented enzyme Zonase with related proteins, and the biopolymer-technology Smids. 6.2 Corporate Structure In May 2007, the Company (under its former name Kilda Biolink AS) acquired 100 percent of the shares in Aqua Bio Technology AS, company no , incorporated on 10 April 2000, and the two companies thereafter exchanged company names. (Aqua Bio Technology and Kilda Biolink, hereinafter jointly referred to as the Aqua Bio Group or the Group ). AQUA BIO TECHNOLOGY ASA 100 % KILDA BIOLINK AS Figure 6.1 Corporate Structure The Board and Management of Aqua Bio Technology ASA run the Group at a strategic level as well as on a day to day basis. There are no on-going activities in Kilda Biolink AS. 6.3 History and Development The Company has its roots in the aquaculture and in the marine natural resource based industry, and has developed its technologies in close collaboration with Universities in Norway. The Company obtained in 2006 the rights to the Smids-technology from the biopolymer research expertise at The Norwegian University of Science and Technology (NTNU), and developed marine based gels with tailormade melting temperature for cosmetic creams. By bringing the Aqua Bio Technology and Kilda Biolink together in the summer of 2007, the Aqua Bio Group had enabled itself to bring to the marked Zonase and Smids through the Group s own brands. 28

29 In the fall of 2008, the Company made a strategic decision to divest its Consumer brands operation and focus entirely on the bioactive ingredient industry with its patented Zonase and the Smids technology. As of today, ABT has signed 23 NDA s, primarily with international companies, whereof 14 were signed in the period Q4 09 Q1 10. During Q1 10 NDA s have been signed with potential customers from e.g. USA, Canada, Germany, Spain and the UK. In May 2010, the company signed a strategic development- and supply agreement with a global health care corporation. In the same month the company signed a supply agreement with Bioforskning AS whereas the company will supply Zonase X to be included in the Skin Science brand of Bioforskning AS. An overview of Aqua Bio Group s history is given below: YEAR MILESTONES 2000 Kilda Biolink AS is founded 2003 Kilda Biolink AS is granted the first patent for Zonase 2004 Aqua Bio Technology AS (the Company) is founded 2005 The Company starts selling its first products Zona Extra Skin Repair and Zona Daily Skin on the Norwegian market 2006 The Company applies for the first patent for Smids 2007 Kilda Biolink acquires 100 percent of the shares in Aqua Bio Technology AS. Payment against shares in Kilda Biolink AS. The two companies exchange names Aqua Bio Technology is transformed into a public limited liability company, ASA Aqua Bio Technology is listed on Oslo Axess 2008 Aqua Bio Technology sells its consumer product division to Zona Nordic AB 2009 New patent application filed 2010 Aqua Bio Technology signs distribution agreement with Est.B Rossow et CIE covering France, Italy and Switzerland 2010 Aqua Bio Technology signs strategic development- and supply agreement with a global health care corporation Figure 6.2: History and development 6.4 Objectives and Strategy The Company s overall strategy comprises three elements: Market Zonase and Smids as ingredients and technology by entering long-term agreements with wellestablished brands in the dermatological industry focusing on the cosmetic segment. In close cooperation with customers further document the benefits of Zonase X and Smids Investigate and develop new applications of existing technologies, in addition to searching for other, patentable technologies and substances with an international commercial potential The goal is to become a notable, international supplier of ingredients and technology to the dermatological industry and related markets, respected for innovative technology, as well as sound and competent dialogue with customers. Since fall 2007 the Company has worked presenting and introducing the Company s technology and ingredients to major international participants in the cosmetics and dermatological market. During the last 12 months the Company participated at some of the major cosmetic industry trade fairs promoting the Zonase technology and winning significant attention. This has resulted in a number of leads, The Company has entered into two supply and development agreements in addition to several non-disclosure agreements with cosmetic companies. 29

30 6.5 The Products and the Technology Zonase The effects of Zonase on human skin were discovered by coincidence. Salmon hatchery workers reported that the skin on their hands became soft and felt smooth when they exposed them to the ice-cold hatching fluid from salmon. This was unexpected, as swollen, red and chapped skin is the normal status of hands after prolonged exposure to cold water. Scientists wanted to find the explanation for the smooth skin. Research came up with Zonase. Zonase is an enzyme, which enables the fish embryo break out of its eggshell. The eggshells are made as a tough, fibrous protein structure, and the fish larva is not able to get out by using mechanical power. Zonase helps to digest the eggshell without harming the larva, and thereby allowing the fish to be born. This natural and elegant process combining rough digestion of the dead tissue in the eggshell with preservation of the living larvae, is also the key to the skin treatment properties of Zonase. In order for skin to regenerate, the dead outer layer of skin needs to be removed. This principle of stimulating new skin renewal has been utilized in skin care regimes for centuries. However, this has often been done with either harsh mechanical processes or chemical ingredients, which also harm the skin. Zonase accelerates the normal detachment of dead and flattened keratinocytes from the outer surface of human skin. This process known as exfoliation, speeds up the natural occurring skin renewal process, resulting in a rejuvenated, smooth and healthy skin. The properties of Zonase allow it only to digest the links between the dead skin cells, leaving the living cells untouched. The effect from Zonase is therefore highly selective, very gentle and efficient. Zonase is an exceptional stable protein with a shelf life in products measured in years. The Zonase enzyme is approved by European (DK, NO) health regulatory authorities for use in cosmetics. Zonase X has been used in the skincare brands Zona and Kilda Skindiver in the Scandinavian market for several years. Zona is a mild exfoliation enhancing cream containing Zonase addressing a wide array of skin problems. Kilda Skindiver is a rejuvenating cream aimed at the beauty segment. In 2007 Zona was voted the best skin care product in Finland, and Kilda Skindiver was voted best beauty product by the Swedish magazine Femina. Zonase in depth Zonase is a non-toxic, stable active enzyme isolated from hatching salmon larvae with the property to disintegrate dead skin cells without harming living cells. Zonase is a highly suitable as an active ingredient for use in skin-care products and other cosmetics. Enzymes are catalysts essential in most features of life. Proteases comprise a subclass of enzymes with the ability to cleave proteins into smaller parts. The enzyme Zonase is secreted by salmon larvae at the time of hatching. Since the major protein constituents of the eggshell is hardened during fertilization, it is impossible for the salmon larvae to break out of the eggshell by sheer and simple mechanical force. The biological significance of Zonase is thus to soften and degrade the eggshell to such an extent that the embryo can break out of it. It is of course of utmost importance that the enzyme (Zonase) possesses a substrate specificity to ensure sufficient degradation of the eggshell without hurting or damaging the salmon larvae. Hence, Zonase is the only known non-cytotoxic protease, a unique feature only known to be possessed by Zonase. When tested in vitro on keratin, Zonase is demonstrated to have a mild keratolytic activity. When tested on human keratinocytes in culture, Zonase, contrary to all other tested proteases, is demonstrated not to kill living cells. Applied on live human skin models, Zonase is demonstrated to loosen up the cell junctions between the dead cells in the top layer, leaving the living cells untouched. Zonase is the only enzyme described pt. that can enhance a gentle peeling (exfoliation) of the human skin, leaving the living tissue untouched. Removal of dead skin cells is known to stimulate regeneration of new skin cells, while opening up the cell junctions between dead skin cells will enhance the transportation of humidity and active ingredients into the deeper layers of the skin. It is reason to stress that enzymatic removal of dead skin cells is not considered being a medical use of a protease. 30