Eqva ASA

Share Issue/Capital Change • Oct 3, 2024

Eqva ASA: Contemplated private placement

Eqva ASA: Contemplated private placement

Valen, 3 October 2024: Eqva ASA (the "Company") has engaged Clarksons Securities AS and Fearnley Securities AS as joint managers and bookrunners (the "Managers") to advise on and effect a contemplated private placement of new shares directed towards Norwegian and international investors after the close of trading on Euronext Oslo Børs today (the "Private Placement").

In the Private Placement, the Company is offering a number of new shares (the "Offer Shares") to raise gross proceeds of between minimum NOK 15 and maximum 25 million. The subscription price per Offer Share will be NOK 4.80 (the "Offer Price") and the number of Offer Shares to be issued will be determined by the board of directors of the Company (the "Board") on the basis of an accelerated bookbuilding process conducted by the Managers.

The Company intends to use the net proceeds from the Private Placement towards business expansion through cash components in M&A transactions involving companies that fit into its strategic focus, repayment of shareholder loans with up to approximately NOK 2.5 million, and for general corporate purposes. The Company is continuously looking at smaller and medium-size expansion opportunities and intends to primarily use the proceeds both for identified and future transactions.

Certain new investors and existing shareholders in the Company (the "Underwriters") have, subject to certain conditions, agreed to underwrite an underwriting amount covering the minimum amount in the Private Placement, pursuant to certain underwriting agreements with the Company and the Managers (the "Underwriting Agreements") for the following aggregated amounts (the "Underwriting Commitments"): MCE Holding AS (represented by its CEO Morten Christoffer Egge) for NOK 11.75 million, Nintor AS (close associate of Tore Thorkildsen, board member of the Company) for NOK 1.25 million, Neve Eiendom AS (close associate of Even Matre Ellingsen, the Company's CEO) for NOK 250,000, South Valley Invest AS (close associate of Petter Sørdahl, the Company's CFO) for NOK 500,000, as well as ILG AS (represented by its CEO Gudmund Øvrehus) for NOK 1.25 million, Wieco AS for NOK 2 million and MP Pensjon for NOK 1.2 million. The Underwriters will receive an underwriting commission equal to 4% of the underwritten amount of the Underwriting Commitments. Pursuant to the Underwriting Agreements, the Underwriters will subscribe a number of Offer Shares corresponding up to the underwritten amount to the extent not subscribed and allocated in the Private Placement.

The bookbuilding period for the Private Placement will start today, 3 October 2024 at 16:30 (CEST) and close on or before 4 October 2024 at 08:00 (CEST) (the "Bookbuilding Period"). The Company together with the Managers reserves the right, at their own discretion, to extend or shorten the Bookbuilding Period at any time and for any reasons on short or without notice. If the Bookbuilding Period is shortened or extended, the other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council, of 14 June 2017 on the prospectus to be published when securities are offered to the public as implemented in Norway in accordance with Section 7-1 of the Norwegian Securities Trading Act and other applicable regulations are available.

Allocations of Offer Shares will be made at the sole discretion of the Board after consultation with the Managers. Allocation will be based on criteria such as (but not limited to) pre-commitment, existing ownership, indications provided during pre-sounding, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares. The Company may, at its sole discretion, set a maximum allocation to any applicant as well as reject or reduce any application in whole or in part. Allotment of Offer Shares totalling a lower amount than applied for does not affect any applicant’s obligation to subscribe and pay for the Offer Shares allotted.

Notification of allotment and payment instruction (the "Notification") will be sent to the applicant by the Managers on or about 4 October 2024, subject to any shortening or extensions of the Bookbuilding Period.

Settlement of the Offer Shares to the investors in the Private Placement, other than to Nintor AS, is expected to take place on or about 8 October 2024 on a delivery versus payment ("DvP") basis by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Oslo Børs to be borrowed from Nintor AS (the "Share Lender"), pursuant to a share lending agreement entered into between the Company, the Managers and the Share Lender (the "Share Lending Agreement"). The Offer Shares delivered to applicants will thus be tradable from allocation. Clarksons Securities AS (on behalf of the Managers) will settle the share loan with new shares in the Company to be resolved issued by the Board pursuant to an authorisation to increase the share capital of the Company granted by the Company’s annual general meeting on 27 June 2024 (the "Board Authorisation"). Delivery of the Offer Shares allocated to the Share Lender (the "Remaining Shares") will be made by issuance of new shares pursuant to the Board Authorization and delivery will be made as soon as possible after registration of the share capital increase pertaining to the issue of the Remaining Shares in the Norwegian Register of Business Enterprises ("NRBE") and the issue and registration of the Remaining Shares in the VPS. The Remaining Shares cannot be traded on Euronext Oslo Børs before the share capital increase pertaining to the issuance of the Remaining Shares has been registered with the NRBE.

Completion of the Private Placement, by delivery of Offer Shares to investors, is subject to customary conditions (together, the "Conditions") being satisfied: (i) all necessary corporate resolutions being validly made by the Company, including (without limitation) the Board resolving to consummate the Private Placement and issue and allocate and issue the Offer Shares pursuant to the Board Authorisation, and (ii) the Share Lending Agreement remaining unmodified and in full force and effect. Delivery of Offer Shares allocated to the Share Lender (the "Remaining Shares") is in addition to being subject to the Conditions also conditional upon the share capital increase pertaining to the issuance of the Remaining Shares being validly registered with the NRBE and the allocated Remaining Shares being validly issued and registered in the VPS.

The Company will announce the number of Offer Shares to be issued and allocated in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Euronext Oslo Børs on 4 October 2024. The Private Placement may be cancelled if the Conditions are not fulfilled, and the Company, in consultation with the Managers, reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation of Offer Shares. Neither the Company nor the Managers, or any of their respective directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation of modification.

The Private Placement represents a deviation from the shareholders' pre-emptive right to subscribe for and be allocated the Offer Shares. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies listed on Euronext Oslo Børs and Euronext Oslo Børs' Guidelines on the rule of equal treatment.

The Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement, in particular because the Private Placement enables the Company to fund business expansion through cash components in M&A transactions involving companies that fit into its strategic focus, and for general corporate purposes. Further, a private placement will reduce execution and completion risk, as it enables the Company to raise equity efficiently and in a timely manner, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced accelerated bookbuilding process. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement. On this basis the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, and certain other conditions, resolve to carry out a subsequent repair offering of new shares (the "Subsequent Offering"). Any Subsequent Offering will, subject to applicable securities law, be directed towards existing shareholders in the Company as of 3 October 2024 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. The Company will issue a separate stock exchange announcement with further details on the Subsequent Offering if and when finally resolved.

Advokatfirmaet Selmer AS is acting as legal advisor to the Company.

For further information, please contact:

Even Matre Ellingsen, CEO

Phone: +47 990 05 500

Petter Sørdahl, CFO

Phone: +47 917 56 147

This information is considered to be inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. The stock exchange announcement was published by Ask Haukaas, business developer in Eqva ASA, at the time and date stated above in this announcement.

About Eqva ASA

Eqva ASA is a knowledge-based active owner of engineering, construction and service companies that contribute to the green transition in maritime, power intensive and renewable industries.

The group has a well-diversified product and market portfolio, and further growth will be established through a combination of company-based development, utilization of synergies between the companies in the group as well as value-creating M&A activities.

Key companies in the group are BKS and Fossberg Kraft, each building on decades of experience and widely recognized by clients in a broad range of industries.

Important notice:

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the US Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the US Securities Act.

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State). This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons").

This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Matters discussed in this announcement may constitute or include certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as "aims", "anticipates", "believes", "can have", "continues", "could", "estimates", "expects", "intends", "likely", "may", "plans", "projects", "should", "target" "will", "would" and words or expressions of similar meaning or the negative thereof. These statements are based on the management’s current views and assumptions and involve both known and unknown risks and uncertainties and assumptions that are within and outside the management's control. Although the Company believes that the expectations implied in any such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results, performance or events may differ materially from those set out or implied in the forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. The forward-looking statements included in this announcement represent the Company's views as of the date of this announcement and subsequent events and developments may cause the Company's views to change. The Company disclaims any obligation to update forward-looking information except as required by law. Readers should not place undue reliance on any forward-looking statement.

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.