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Aqua Bio Technology — Capital/Financing Update 2020
Aug 27, 2020
3535_iss_2020-08-27_5aebdb28-0031-4ff2-98b4-e4b25b0bf3dc.pdf
Capital/Financing Update
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INVITATION LETTER

AQUA BIO TECHNOLOGY ASA
(a public limited liability company organized under the laws of Norway with registration number 886 582 412)
Aqua Bio Technology ASA is hereby inviting you to participate in a Subsequent Offering of up to 505,200 Offer Shares, each with a par value of NOK 2.5, raising up to NOK 1,263,000 in gross proceeds.
Each Eligible Shareholder as of 17 August 2020 (as registered in the VPS on 19 August 2020) will be granted 0.17316 Subscription Rights for each existing Share registered as held on 19 August 2020. Each Subscription Right gives the right to subscribe for and be allocated one Offer Share in the Subsequent Offering.
Subscription Rights that are not exercised before the end of the Subscription Period (i.e. before 10 September 2020 at 16.30 hours (CEST) will have no value and will lapse automatically without compensation to the holder.
SUBSCRIPTION PERIOD FOR THE SUBSEQUENT OFFERING:
From 27 August 2020 at 09.00 hours CEST to 10 September 2020 at 16.30 hours CEST
Settlement Agent:

The date of this Invitation Letter is 27 August 2020
IMPORTANT INFORMATION
This invitation letter (the "Invitation Letter") is prepared by Aqua Bio Technology ASA ("ABT" or the "Company") for the offering (the "Subsequent Offering") of up to 505,200 new shares in the Company (the "Offer Shares"). The Subsequent Offering is directed towards shareholders in the Company as of 17 August 2020 (as registered in the VPS on 19 August 2020) (the "Record Date"), except (i) shareholders that were invited to subscribe for Offer Shares in the Private Placement and the Private Placement II, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful, or would require any prospectus filing, registration or similar action (the "Eligible Shareholders"). Each Eligible Shareholder will be granted 0.17316 non-transferable subscription rights (each, a "Subscription Right") per existing share in the Company registered as held by such Eligible Shareholder on the Record Date. The number of Subscription Rights granted to each Eligible Shareholder will be rounded up to the nearest whole Subscription Right. Over-subscription will not be allowed. Subscription without Subscription Rights will not be allowed, except that subscribers who participated in the Private Placement and the Private Placement II may subscribe for unsubscribed Offer Shares based on their pro rata subscription of the total number of shares subscribed in the Private Placement and the Private Placement II. Subscription rights of Eligible Shareholders resident in jurisdictions which prohibits or otherwise restricts the allocation of such rights or subscription for Offer Shares, including Eligible Shareholders from the US, Canada, Japan, and Australia (the "Ineligible Shareholders") will initially be credited to such Ineligible Shareholders' VPS accounts. Such credit specifically does not constitute an offer to Ineligible Shareholders to subscribe for Offer Shares. Subscription Rights that are not exercised before the end of the Subscription Period (i.e. before 10 September 2020 at 16:30 hours (CEST) will have no value and will lapse automatically without compensation to the holder.
Subscribers of Offer Shares should further note that the Company is not obliged to prepare a prospectus in relation to the Subsequent Offering, that this Invitation Letter is not a prospectus and that the Invitation Letter has not been presented to the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange or any public authorities for their review.
No action has been or will be taken in any country or jurisdiction other than Norway by the Company that would permit an offering of the Offer Shares, or the possession or distribution of any documents relating thereto, or any amendment or supplement thereto, where specific action for such purpose is required. In particular, the Subsequent Offering and this Invitation Letter neither have nor will be registered under the U.S. Securities Act of 1933, as amended, or under any other state securities laws.
The distribution of this Invitation Letter cannot under any circumstances be interpreted as if there have not been any changes to the description of the Company or the Offer Shares in the Invitation Letter after the date hereof. Any information from the Company related to the Invitation Letter or the Subsequent Offering or the process in general is considered to have been provided when it is made public through Oslo Børs' information system.
The Invitation Letter comprises significantly less information than what is required in a prospectus. Before you decide whether to subscribe for any Offer Shares you should make yourself familiar with the information the Company provides at all times, and which is available through the Company's filings at www.newsweb.no on ticker ABT. You are also expressly advised that an investment in the Company entails financial and legal risks. The contents of this Invitation Letter are not to be construed as legal, financial or tax advice. You should consult your own legal, financial and/or tax advisor for legal, financial or tax advice.
This Invitation Letter and the Subsequent Offering are subject to Norwegian law. Any dispute arising in respect of or in connection with this Invitation Letter or the Subsequent Offering is subject to the exclusive jurisdiction of Norwegian courts with Oslo District Court (Oslo tingrett) as legal venue.
INVITATION TO PARTICIPATE IN SUBSEQUENT OFFERING
Dear shareholder
In the stock exchange notices on 18 August 2020 Aqua Bio Technology ASA ("ABT" or the "Company") announced the successful placing of a private placement with gross proceeds of NOK 10.5 million (the "Private Placement") and a private placement with gross proceeds of NOK 2.13 million (the "Private Placement II"). In order to reduce the dilutive effect of the Private Placement and the Private Placement II, the Board of Directors of ABT also decided to initiate a subsequent offering of new shares towards eligible shareholders (the "Subsequent Offering"). On 25 August 2020 the Board of Directors resolved share capital increases in connection with the Subsequent Offering. The Board of Directors resolved to increase the share capital with minimum NOK 2.50 and maximum NOK 1,263,000 through issuance of minimum 1 and maximum 505,200 new shares (the "Offer Shares"). Each Offer Share will be offered at a price of NOK 5.
Subscription of Offer Shares may be made electronically through the VPS online subscription system (available on
https://investor.vps.no/sc/servlet/no.vps.sc.servlets.SCLogonServlet?ISIN=NO0010891708&TSted=0 00VP&Sig=506a17ed94319c65a622c05c1d5b71b6d1936fe9258d8b06afb134342592d772) or by correctly completing the subscription form enclosed hereto as Appendix A and submitting to the Settlement Agent at the addresses indicated below prior to the end of the Application Period (10 September 2020 at 16:30 CEST):
Danske Bank
Custody Services Postboks 4700 Torgarden Søndre gate 15 7466 Trondheim Norway E-mail: [email protected]
Neither the Company nor the Settlement Agent may be held responsible for postal delays, unavailable fax lines, internet lines or servers or other logistical or technical problems that may result in subscriptions not being received in time or at all by the Company. Subscriptions are irrevocable and binding upon receipt and cannot be withdrawn, cancelled or modified by the subscriber after having been received by the Settlement Agent or registered in the VPS.
When subscribing for Offer Shares through correctly completing the subscription form enclosed hereto as Appendix A and submitting to the Settlement Agent, each subscriber grant the Settlement Agent a non-recurring authority to debit a specified bank account in Norway for the subscription amount corresponding to the amount payable for the Offer Shares allocated. The payment is expected to be debited on 14 September 2020 (the "Payment Due Date"). Payment for the allocated Offer Shares must be available on the specific bank account on the business day prior to the Payment Due Date, i.e. 11 September 2020. The Company and the Settlement Agent reserve the right to make up to three debit attempts within seven working days after the Payment Due Date if there are insufficient funds in the account on the first debiting date. The Company and the Settlement Agent further reserve the right to consider the payment overdue if there are not sufficient funds to cover full payment for the Offer Shares allocated on the account when an attempt to debit account has been made by the Settlement on or after the Payment Due Date, or if it for other reasons is not possible to debit the bank account.
Subscribers who are not domiciled in Norway must ensure that payment for the Offer Shares allocated to them is made with cleared funds on or before the Payment Due Date and must contact the Settlement Agent in this respect. Details and instructions can in any case be obtained by contacting the Settlement Agent on telephone no. +47 85 40 65 80.
We hope that you wish to participate in the Subsequent Offering and support the Company's continued focus on commercialization and development of natural ingredients and natural skin care products.
On behalf of the Board of Directors
Edvard Cock Chairman
1 THE TERMS OF THE SUBSEQUENT OFFERING
| Issuer: | Aqua Bio Technology ASA (Ticker: ABT). |
|---|---|
| Number of Shares in the Subsequent Offering |
The Subsequent Offering comprises an offer of up to 505,200 Offer Shares. |
| Offer Price: | NOK 5 per Offer Share. |
| Use of proceeds: | The proceeds will be used for financing of the Company's continued focus on commercialization and development of natural ingredients and natural skin care products. |
| Subscription period: | Start of subscription period: 27 August 2020 at 09:00 CEST. |
| End of subscription period: 10 September 2020 at 16.30 CEST. | |
| The subscription period may not be shortened or extended. | |
| Eligible Shareholders: | Shareholders in the Company as of 17 August 2020, as registered in the VPS on 19 August 2020, except (i) shareholders that were invited to subscribe for Offer Shares in the Private Placement and the Private Placement II, and (ii) shareholders who are resident in a jurisdiction where such offering would be unlawful, or would require any prospectus filing, registration or similar action. |
| Subscription Rights | Each Eligible Shareholder will be granted non-transferable subscription rights that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares. Each Eligible Shareholder will receive 0.17316 subscription right per share registered as held in the VPS as of 19 August 2020. Granted subscription rights will be rounded up to the nearest whole subscription right. Each whole subscription right will give the right to subscribe for one (1) Offer Share. Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder. Subscription Rights are provided by the Company free of charge. |
| Allocation date: | Allocation of Offer Shares is expected to take place on or about 17 September 2020. |
| Allocation criteria: | The allocation of Offer Shares shall be made by the Board of Directors. The following allocation criteria shall apply: |
| (i) Allocation will be made to subscribers on the basis of granted Subscription Rights which have been validly exercised during the subscription period. Each subscription right will give the right to subscribe for and be allocated one (1) new share; |
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| (ii) If not all Subscription Rights are validly exercised in the subscription period, subscribers who participated in the Private Placement and the Private Placement II may subscribe for unsubscribed Offer Shares based on their pro rata subscription of the total number of shares subscribed in the Private Placement and the Private Placement II; and |
| (iii) Oversubscription will not be allowed. |
|
|---|---|
| Payment date: | Payment for the Offer Shares falls due on 14 September 2020. The payment will primarily be automatically debited from each subscriber's bank account, as described in this Invitation Letter. |
| Delivery date: | The allocated Offer Shares are expected to be delivered to the subscriber's VPS account on or about 17 September 2020, provided that all subscribers have paid for the subscribed shares. |
| Number of Shares before the Subsequent Offering: |
There are currently 15,368,171 outstanding shares in the Company. In addition, the Company will issue 2,526,000 new shares in connection with the Private Placement and the Private Placement II. |
| Number Shares after the Subsequent Offering: |
Based on subscription of the maximum number of Offer Shares the number of outstanding shares following the completion of the Subsequent Offering, the Private Placement and the Private Placement II, will be up to 18,399,371. |
| Gross proceeds from the Subsequent Offering: |
Up to NOK 1,263,000. |
| Settlement Agent | Danske Bank |
| Documentation: | The Subsequent Offering documentation comprises of this Invitation Letter dated 27 August 2020 and publicly available information. Financial information and other relevant information about the Company are available through www.newsweb.com. |
2 RISK FACTORS
An investment in the Offer Shares and the Company involves inherent risk. Before making an investment decision with respect to the Offer Shares, investors should carefully consider the risk factors contained below. The risks and uncertainties described in this section are the principal known risks and uncertainties faced by the Company as of the date hereof that the Company believes are relevant to an investment in the Offer Shares. An investment in the Offer Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford to lose all or part of their investment. The absence of negative past experience associated with a given risk factor does not mean that the risks and uncertainties described herein should not be considered prior to making an investment decision in respect of the Offer Shares. If any of the following risks were to materialise, individually or together with other circumstances, they could have a material and adverse effect on the Company and/or its business, financial condition, results of operations, cash flows and/or prospects, which could cause a decline in the value and trading price of the Offer Shares, resulting in the loss of all or part of an investment in the same.
The order in which the risks are presented does not reflect the likelihood of their occurrence or the magnitude of their potential impact on the Company's business, financial condition, results of operations, cash flows and/or prospects. The risks mentioned herein could materialise individually or cumulatively. The information in this section is as of the date of this document.
2.1 Risks related to the Company's business and the industry in which it operates
- The cosmetics and skincare markets are highly competitive.
- Changes in laws and regulations may have an adverse effect on the Company's profitability.
- Health and safety issues related to the Company's products may decrease demand and expose the Company to liability.
- Manufacturing of the Company's products require access to raw materials, and sufficient access to such raw materials cannot be guaranteed.
- The Company offers high-end products, but may not be able to sell its products at intended prices.
- The Company may not be able to retain key personnel.
- The commercial success of the Company's products depends on the performance of third parties.
- The Company is dependent on third parties for supply of products.
- The macroeconomic environment may negatively affect the Company's operational and financial result.
- The Company may not be able to implement its business strategy successfully or manage its growth effectively.
- The Company is dependent on intellectual property rights and such rights may not be adequately protected.
- The Company has historically been involved in various legal disputes, and no assurance can be given that the Company will not become involved in legal disputes in the future.
2.2 Risks relating to financing
- The Company may require additional capital in the future.
- Fluctuations in currency exchange rates may impact the Company's operational income.
2.3 Risks relating to the Shares
- The price of the Shares could fluctuate significantly.
- A lack of liquidity in the Shares may occur.
- Future sales, or the possibility for future sales, of substantial numbers of Shares could affect the Shares' market price.
- Investment and trading in the Shares involve inherent risks.
- The Company's ability to pay dividends is dependent on the availability of distributable reserves.
- Shareholders will be diluted if they are unable or unwilling to participate in future share issues.
- Beneficial owners of Shares that are registered on a nominee account may not be able to vote for such shares.
- Certain transfer and selling restrictions may limit shareholders' ability to sell or otherwise transfer their Shares.
- Investors could be unable to recover losses in civil proceedings in jurisdictions other than Norway.
- Norwegian law could limit shareholders' ability to bring an action against the Company.
- Exchange rate fluctuations could adversely affect the value of the Shares and any dividends paid on the Shares for an investor whose principal currency is not NOK.
- Market interest rates could influence the price of the Shares.
APPENDIX A: SUBSCRIPTION FORM
APPENDIX A – SUBSCRIPTION FORM
Aqua Bio Technology ASA SUBSCRIPTION FORM
SUBSEQUENT OFFERING Securities no. ISIN NO 0010307135
General information: This subscription form is used for subscription of offer shares in the subsequent offering of up to NOK 1,263,000 (the "Subsequent Offering") in Aqua Bio Technology ASA (the "Company") by issuance of up to 505,200 new shares in the Company, each with a nominal value of NOK 2.50, at a subscription price of NOK 5.00 per share (the "Offer Shares"). The terms and conditions for the Subsequent Offering is included in the invitation letter prepared by the Company dated 27 August 2020 (the "Invitation Letter"). Terms defined in the Invitation Letter shall have the same meaning in this subscription form (the "Subscription Form").
The Company's resolution to increase the share capital, the notice for the general meeting with appendices, the articles of association as well as its annual accounts and annual reports for the last two years are available at the offices of the Company at Fornebuveien 37, 1366 Lysaker, Norway and at the Company's web page www.aquabiotechnology.com.
Subscription procedures: The subscription period will commence at 09:00 hours (CEST) on 27 August 2020 and end at 16:30 hours (CEST) on 10 September 2020 (the "Subscription Period"). Correctly completed subscription forms must be received by the Settlement Agent at the e-mail or address set out below no later than at 16:30 (CEST) on 10 September 2020:
Danske Bank, e-mail: [email protected]. Postal address: Danske Bank, Custody Services, Postboks 4700 Torgarden, 7466 Trondheim, Norway
The subscriber is responsible for the correctness of the information filled into the Subscription Form. Subscription Forms received after the end of the Subscription Period and/or incomplete or incorrect Subscription Forms and any subscription that may be unlawful may be disregarded at the sole discretion of the Company without notice to the subscriber.
Subscription Price: The subscription price in the Subsequent Offering is NOK 5.00 per Offer Share (the "Subscription Price").
Subscription Rights: The shareholders of the Company as of 17 August 2020, as registered in the VPS as of 19 August 2020 (the "Record Date"), minus (i) shareholders offered to participate in the Private Placement and the Private Placement II, and (ii) shareholders domiciled in a jurisdiction where such offer is illegal or requires submission, registration or other similar action, will be granted non-tradable subscription rights to subscribe for and be allotted Offer Shares in the Subsequent Offering, based on their registered holding in the VPS at the end of the Record Date. The Company will issue 0.17316 Subscription Rights per one (1) Share registered as held on the Record Date. One Subscription Right, subject to applicable securities law, gives the holder a preferential right to subscribe for and be allocated one Offer Share in the Company in the Subsequent Offering. The number of Subscription Rights issued to each Eligible Shareholder will be rounded up to the nearest whole number of Subscription Rights. Oversubscription is not allowed. Subscription without Subscription Rights will not be permitted, except that subscribers who participated in the Private Placement and the Private Placement II may subscribe for unsubscribed Offer Shares based on their pro rata subscription of the total number of shares subscribed in the Private Placement and the Private Placement II. The Subscription Rights will not be admitted to trading or be tradable on Oslo Axess or any other regulated market during the Subscription Period. Subscription Rights that are not used to subscribe for Offer Shares in the Subsequent Offering before the expiry of the Subscription Period on 10 September 2020 at 16:30 (CEST) will lapse without compensation and consequently be of no value.
Allocation of Offer Shares: The Offer Shares will be allocated to the subscribers based on exercised Subscription Rights, and to subscribers who participated in the Private Placement and the Private Placement II who have subscribed for Offer Shares not subscribed through the exercise of Subscription Rights, as described in the Invitation Letter. No fractional Offer Shares will be allocated. The Company reserves the right to round off, reject or reduce any subscription for Offer Shares not covered by Subscription Rights. Allocation of fewer Offer Shares than subscribed for by a subscriber will not impact the subscriber's obligation to pay for the number of Offer Shares allocated. Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed on or about 11 September 2020.
Payment: The payment for the Offer Shares allocated to a subscriber falls due on 14 September 2020 (the "Payment Date"). By signing this Subscription Form, subscribers having a Norwegian bank account irrevocably authorize the Settlement Agent to debit the bank account specified below for the subscription amount payable for the Offer Shares allocated to the subscriber. The Settlement Agent is only authorized to debit such account once, but reserves the right to make up to three debit attempts, and the authorization will be valid for up to seven working days after the Payment Date. The subscriber furthermore authorizes the Settlement Agent to obtain confirmation from the subscribers's bank that the subscriber has the right to dispose over the specified account and that there are sufficient funds in the account to cover the payment. If there are insufficient funds in a subscriber's bank account or it for other reasons is impossible to debit such bank account when a debit attempt is made pursuant to the authorization from the subscriber, the subscriber's obligation to pay for the Offer Shares will be deemed overdue. Subscribers who do not have a Norwegian bank account must ensure that payment with cleared funds for the Offer Shares allocated to them is made on or before the Payment Date. Prior to any such payment being made, the subscriber must contact the Settlement Agent (Danske Bank) on telephone number (+ 47) 8540 6580 for further details and instructions.
PLEASE SEE PAGE 2 OF THIS SUBSCRIPTION FORM FOR OTHER PROVISIONS THAT ALSO APPLY TO THE SUBSCRIPTION
DETAILS OF THE SUBSCRIPTION:
| Number of Offer Shares subscribed (incl. over-subscription): | ||||
|---|---|---|---|---|
| Subscription Price per Offer Share: | Subscription amount to be paid: | |||
| NOK 5.00 | NOK |
I/we hereby irrevocably (i) subscribe for the number of Offer Shares specified above subject to the terms and conditions set out in this Subscription Form and in the Invitation Letter, (ii) authorize and instruct the Settlement Agent to take all actions required to transfer such Offer Shares allocated to me/us on our stated VPS accounts, (iii) authorize the Settlement Agent to debit my/our bank account as set out herein for the amount payable for the Offer Shares allocated to me/us, and (iv) confirm and warrant to have read the Invitation Letter and that I/we are eligible to subscribe for Offer Shares under the terms set forth therein.
Place and date Must be dated in the Subscription Period. Binding signature
The subscriber must have legal capacity. When signed on behalf of a company or pursuant to an authorisation, documentation in the form of a company certificate or power of attorney must be enclosed.
INFORMATION ON THE SUBSCRIBER – ALL FIELDS MUST BE COMPLETED
| First name: | |
|---|---|
| Surname/company: | |
| VPS account number: | |
| Bank account number for debit of Subscription amount: |
|
| Street address: | |
| Post code/district/ Country: |
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| Personal ID number/ organisation number: |
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| Nationality: | |
| E-mail address: | |
| Daytime telephone number: |
ADDITIONAL GUIDELINES FOR THE SUBSCRIBER
Execution Only:
The Settlement Agent will treat the Subscription Form as an execution-only instruction.
VPS Account and Mandatory Anti-Money Laundering Procedures:
The Subsequent Offering is subject to the Norwegian Money Laundering Act of 1 June 2018 no. 23 and the Norwegian Money Laundering Regulations of 14 September 2018 no. 1324 (collectively, the "Anti-Money Laundering Legislation").
Subscribers who are not registered as existing customers of the Settlement Agent must verify their identity to the Settlement Agent in accordance with the requirements of the Anti-Money Laundering Legislation, unless an exemption is available. Subscribers who have designated an existing Norwegian bank account and an existing VPS account on the Subscription Form are exempted, unless verification of identity is requested by the Settlement Agent. Subscribers who have not completed the required verification of identity prior to the expiry of the Subscription Period will not be allocated Offer Shares.
Furthermore, participation in the Subsequent Offering is conditional upon the subscriber holding a VPS account. The VPS account number must be stated in the Subscription Form. VPS accounts can be established with authorized VPS registrars, who can be Norwegian banks, authorized securities brokers in Norway and Norwegian branches of credit institutions established within the EEA. However, non-Norwegian investors may use nominee VPS accounts registered in the name of a nominee. The nominee must be authorized by the NFSA. Establishment of a VPS account requires verification of identification to the VPS registrar in accordance with the Anti-Money Laundering Legislation.
Terms and Conditions for Payment by Direct Debiting
Payment by direct debiting is a service the banks in Norway provide in cooperation. In the relationship between the payer and the payer's bank the following standard terms and conditions will apply:
- a) The service "Payment by direct debiting securities trading" is supplemented by the account agreement between the payer and the payer's bank, in particular Section C of the account agreement, General terms and conditions for deposit and payment instructions.
- b) Costs related to the use of "Payment by direct debiting securities trading" appear from the bank's prevailing price list, account information and/or information given by other appropriate manner. The bank will charge the indicated account for costs incurred.
- c) The authorisation for direct debiting is signed by the payer and delivered to the beneficiary. The beneficiary will deliver the instructions to its bank who in turn will charge the payer's bank account.
- d) In case of withdrawal of the authorisation for direct debiting the payer shall address this issue with the beneficiary. Pursuant to the Norwegian Financial Contracts Act, the payer's bank shall assist if the payer withdraws a payment instruction that has not been completed. Such withdrawal may be regarded as a breach of the agreement between the payer and the beneficiary.
- e) The payer cannot authorise payment of a higher amount than the funds available on the payer's account at the time of payment. The payer's bank will normally perform a verification of available funds prior to the account being charged. If the account has been charged with an amount higher than the funds available, the difference shall immediately be covered by the payer.
- f) The payer's account will be charged on the indicated date of payment. If the date of payment has not been indicated in the authorisation for direct debiting, the account will be charged as soon as possible after the beneficiary has delivered the instructions to its bank. The charge will not, however, take place after the authorisation has expired as indicated above. Payment will normally be credited the beneficiary's account between one and three working days after the indicated date of payment/delivery.
- g) If the payer's account is wrongfully charged after direct debiting, the payer's right to repayment of the charged amount will be governed by the account agreement and the Norwegian Financial Contracts Act.
Overdue Payment:
Overdue payments will be charged with interest at the applicable rate from time to time under the Norwegian Act on Interest on Overdue Payment of 17 December 1976 No. 100, currently 8.00% per annum. If a subscriber fails to comply with the terms of payment, the Offer Shares will, subject to the restrictions in the Companies Act and at the discretion of the Company, not be delivered to the subscriber. The Company reserves the right (but have no obligation) to let one or several shareholders and/or investors ("Advance Payment Guarantors") advance the payment on behalf of subscribers who have not paid for the Offer Shares allocated to the within the Payment Date. The non-paying subscribers will remain fully liable for the subscription amount payable for the Offer Shares allocated to them, irrespective of such payment by the Advance Payment Guarantors. However, the Advance Payment Guarantors, on behalf of the Company, reserve the right, at the risk and cost of the subscriber to, at any time, cancel the subscription and to re-allot or otherwise dispose of allocated Offer Shares for which payment is overdue, or, if payment has not been received by the third day after the Payment Date, without further notice sell, assume ownership to or otherwise dispose of the allocated Offer Shares on such terms and in such manner as the Advance Payment Guarantors may decide in accordance with Norwegian law. The subscriber will remain liable for payment of the subscription amount, together with any interest, costs, charges and expenses accrued and the Advance Payment Guarantors, on behalf of the Company, may enforce payment for any such amount outstanding in accordance with Norwegian law.