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LAWS OR REGULATIONS.
FORNEBU, 19 June 2020 - Aker ASA and Aker Capital AS (jointly “Aker”) announces
that its subsidiary Aker BioMarine AS (“Aker BioMarine” or the “Company”), has
engaged Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and
Skandinaviska Enskilda Banken AB (publ.) (Oslo branch), (the “Joint
Bookrunners”), to assist the Company in a contemplated private placement (the
“Private Placement”) of new shares in the Company followed by a listing of its
shares on Merkur Market (the “Listing”). The Company further intends to proceed
with a listing on the Oslo Stock Exchange (“OSE”) within Q1 2021. Aker BioMarine
is a marine ingredients company which has over recent years invested
significantly in additional capacity and building a fully integrated value
chain, which now positions the Company for strong further growth.
“Aker BioMarine is a positive value trigger in Aker’s portfolio of industrial
investments. This is the result of a long-term commitment to Aker BioMarine and
is a diversification within a core area for Aker in a fast-growing marine
ingredients market. Aker and the company have invested significantly in building
a fully integrated value chain, forming the basis for profitable and sustainable
growth,” says Øyvind Eriksen, President and CEO of Aker ASA.
The Private Placement comprises an offering of up to 18,532,542 new shares
issued by the Company (the “New Shares”), raising gross proceeds of up to
approximately USD 225 million, or NOK 2,147 million based on a USD/NOK exchange
rate of 9.54. The Private Placement will result in a free float of approximately
21 per cent.
The Private Placement has received significant interest from high quality
institutional investors. Multiple tier 1 institutions in the Nordics and in the
US have pre-committed to subscribe for a substantial amount in the Private
Placement.
The Company intends to use the net proceeds from the issue of New Shares to
strengthen the balance sheet, including the repayment of a shareholder loan to
Aker ASA of approximately USD 90 million plus accrued interest, increase
flexibility for growth investments, and for general corporate purposes.
Aker’s principal owner and chairman, Kjell Inge Røkke, has been passionate about
Aker BioMarine’s commercial opportunities since its establishment in 2006: “I
have been curious about krill’s nutritious and valuable ingredients since I
started fishing in the early 1980s. I am impressed by what CEO Matts Johansen
and the Aker BioMarine team have achieved in recent years,” says Røkke and
points to an analogy from football. “Liverpool is Liverpool, and that won’t
change. But Liverpool has become something entirely different after Jürgen Klopp
took over as the club’s manager in 2015. I like to say the same about Aker
BioMarine. The company has become entirely different after Matts took over as
CEO. It’s a pleasure to witness Matts and his team’s accomplishments over the
years.”
The Offer Shares will be offered at a price per share of NOK 115.85 (the “Offer
Price”). The Offer Price corresponds to a pre-money value of the equity of the
Company of approximately NOK 8 billion.
The final number of Offer Shares will be determined by the Company, in
consultation with the Joint Bookrunners, after completion of the application
period.
The application period commences today at 09:00 CEST and closes at 16:30 CEST on
26 June 2020. The application period may be shortened or extended at any time
and on short notice. In the event of an extension of the application period, the
allocation date, the payment due date and the date of the listing as set out
herein may be changed accordingly.
“Aker BioMarine is experiencing increased interest in the capital market.
Following a strategic review with input from potential investors, Aker considers
the timing of a private placement to be a natural next step in the development
of the company. Not only will it enable the company to finance growth
investments and pursue growth opportunities, but the transaction will also
diversify its shareholder base as we enter the next phase of Aker BioMarine’s
growth and value creation,” says Øyvind Eriksen.
As part of the Private Placement, the Company will apply for listing of its
shares on Merkur Market, a multilateral trading facility operated by the Oslo
Stock Exchange (Oslo Børs ASA, “OSE”). Subject to completion of the Private
Placement, the expected first day of trading will be on or about 6 July 2020.
The Company has resolved to proceed with a listing on the main list of OSE,
subject to completion of the Private Placement.
Positioned for growth
Aker BioMarine is a marine ingredients company built on Aker’s core competency
within fishery, selling its krill-based products in the aquaculture feed
industry, human supplements industry and pet food industry, both as ingredients
to industry-leading brands, or directly with products under its own brand. Aker
BioMarine is positioned as the leader within krill harvesting and processing. 41
per cent of the Company’s revenues in 2019 originated from North America, 24 per
cent from Europe, the Middle East and Africa (EMEA), 23 per cent from the Asia
Pacific, and 12 per cent from the rest of the world.
Krill is the largest single species marine biomass on the planet and has
significant benefits to humans, pets, and other animals. Sustainability is at
the core of the Company through focus on preventing lifestyle diseases,
increasing resources utilisation, and promoting sustainable fishery practices.
Aker BioMarine’s krill fishery has been ranked among the world’s most
sustainable fishery for the last five years by Sustainable Fisheries partnership
with an awarded A-rating. Its fishery and production are certified by the MSC
and Friends of the Sea.
Based on its scale, Aker BioMarine has a strong cost position and a low unit
cost. The Company has invested significantly in building a fully integrated
value chain from harvesting with its fleet of three harvest vessels to
distributions to global brands, in addition to its new consumer brand currently
being launched. In order to further develop its markets, Aker BioMarine has
built strong R&D capabilities as part of its value chain. The Company is the
pioneer in krill research and has invested more than USD 500 million over the
last 15 years in building its innovative and science-based operations. The
integrated value chain enables Aker BioMarine to obtain close contact with the
market, securing insight into consumer preferences for further product research.
Aker BioMarine consists of two business areas, Ingredients and Brands.
Ingredients today represents approximately 70 per cent of the revenues, while
Brands represents about 30 per cent of the revenues in 2019. Over the next 5
years, the Company targets an approximate 50/50 split between Brands and
Ingredients.
Within Ingredients, Aker BioMarine produces and markets ingredients for
aquaculture and pet food, marketed under QRILL. QRILL Aqua is shown to increase
growth and robustness in salmon and to improve quality of the filet. QRILL High
Protein offers a protein rich product used in formulated diets for aquaculture
nutrition. QRILL Pet offers a number of benefits for pets, including healthy
organs, joints and fur. Superba is the B2B brand for high quality krill oil for
human consumption, sold in bulk and capsules to brand owners. In 2019, QRILL
Aqua contributed with 39 per cent of sales within Ingredients, QRILL High
Protein with 5 per cent, QRILL Pet with 2 per cent, while Superba accounted for
54 per cent of sales.
Within Brands, Aker BioMarine has two companies, Lang and Epion. Lang is a full
service, mass market private label and corporate brand manufacturer within
supplements, based in the US with large US retailers as its primary customers.
Through Lang, Aker BioMarine has established direct access to 85 percent of
relevant retail market in the US. In 2019, Lang had full-year revenues of USD 90
million, but was consolidated from March 2019.
Epion is in the process of launching a new consumer brand, Kori. Kori will be
available in several major retailers in the US. Aker BioMarine will initially
reinvest all of the profits from the brand into marketing in order to further
develop the market in the US, which is the biggest market for krill oil sales.
Epion has had USD 1 million in sales year-to-date after its launch in the second
quarter 2020, and Aker BioMarine has an ambition for it to become a USD 100
million revenue company over the next 5 years.
Aker BioMarine delivered revenues of approximately USD 246 million in 2019 and
adjusted EBITDA of approximately USD 53 million in 2019, representing a growth
of 60 per cent and 36 per cent from 2018, respectively. The Company’s revenues
totalled USD 71 million in Q1 2020, up from USD 39 million the previous year.
Adjusted EBITDA ended at USD 13 million for the quarter, up from USD 3 million
at the end of Q1 2019. Aker BioMarine operates in markets with significant
growth potential and the Company targets 20 - 30 per cent organic revenue growth
over 2021-2022, on the back of recent capacity increases and a medium-term
growth target of 10 - 15 per cent per year. The Company targets an EBITDA margin
above 30 per cent over the medium term.
“We have taken global leading positions in our fields and were named Europe’s
most innovative company in 2018 by the European Business Awards. We have brought
together teams of experienced fishermen, scientists, project managers and
marketing experts to create a combination of business-case development, product
innovation and leadership that are vital for company growth. I look forward to
leading the team into a new era as a listed company,” says Matts Johansen, CEO
of Aker BioMarine. Johansen has been with the Company since 2009 and has served
as CEO since 2015.
An updated company presentation for Aker BioMarine has been published on Aker
ASA’s website: www.akerasa.com
Private placement details
The Private Placement is directed towards Norwegian and international investors
(a) outside the United States, subject to applicable exemptions from any
prospectus and registration requirements and in reliance on Regulation S. under
the U.S Securities Act, and (b) to investors in the United States who are QIBs
as defined in, and in reliance on, Rule 144A under the U.S Securities Act. The
minimum application and allocation amount in the Private Placement has been set
to the NOK equivalent of EUR 100,000. The Company may, at its sole discretion,
allocate amounts below EUR 100,000 to the extent applicable exemptions from
relevant prospectus and registration requirements are available.
Allocation of Offer Shares will be determined at the end of the application
period by the Company at their sole discretion. The Company may focus on
allocation criteria such as (but not limited to) timeliness of the application,
relative order size, sector knowledge, perceived investor quality and investment
horizon. Settlement instructions are expected to be distributed by the Joint
Bookrunners on or about 29 June 2020. Settlement is expected to take place on or
about 1 July 2020 on a delivery versus payment basis.
The New Shares will be settled with existing and unencumbered shares in the
Company, pursuant to a share lending agreement between DNB Markets, the Company
and Aker. DNB Markets will settle the share loan pertaining with new shares to
be issued by the Company.
The Company and the Joint Bookrunners reserve the right, at any time and for any
reason, to cancel, and/or modify the terms of, the Private Placement. Neither
the Company, Aker nor the Joint Bookrunners will be liable for any losses
incurred by applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.
Further selling restrictions and transaction terms will apply.
Listing
The Company expects to meet the Oslo Stock Exchange minimum listing free-float
criteria of 25 per cent through: (i) issuance of additional new shares to widen
the shareholder base further where the gross proceeds will be used to finance
further growth investments, (ii) dividend of shares from Aker Capital to the
shareholders of Aker ASA and/or (iii) sale of existing shares from Aker if the
price is significantly higher than in the Private Placement.
Current ownership
Aker Capital owns 98 per cent of the Company prior to the Private Placement. The
CEO of the Company, Matts Johansen, owns 2 per cent of the Company prior to the
Private Placement through his privately held company, KMMN Invest II AS. Aker
and Mr. Johansen have entered into an agreement that Aker Capital will, subject
to completion of the Private Placement, purchase 460,357 shares from KMMN Invest
II AS at the Offer Price. Part of the settlement will go to settle a loan from
Aker ASA to Mr. Johansen related to the shares in the Company. Following the
Private Placement, Aker ASA, through Aker Capital, will own 68,132,830 shares,
or 78 per cent, of the shares outstanding after the Private Placement, and KMMN
Invest II AS will own 920,714 shares, or 1 per cent of the shares outstanding
after the Private Placement.
Lock-up
The Company, the Company’s CEO Matts Johansen and Aker will enter into customary
lock-up arrangements with DNB Markets that will restrict, subject to certain
exceptions, their ability to, without the prior written consent of DNB Markets,
issue, sell or dispose of shares, as applicable. The Company and Matts Johansen,
through his company KMMN Invest II AS, will be subject to a lock-up period of 12
months while Aker is subject to a lock-up period of 6 months. DNB Markets shall
consent to Aker selling shares or distributing shares in the Company to Aker’s
shareholders to secure the required free-float for a OSE listing, and to the
Company issuing shares related to a subsequent IPO on OSE in order to secure the
required free-float for a listing.
Conditions
Completion of the Private Placement is conditional on (i) the Company, in
consultation with the Joint Bookrunners, having approved the Offer Price and the
allocation of the Offer Shares to eligible investors following the application
period and (ii) the Company’s general meeting and board of directors resolving
to issue the New Shares. In addition, completion of the Private Placement is
conditional on the Company’s shares being admitted to trading on Merkur Market.
There can be no assurance that these conditions will be satisfied. If the
conditions are not satisfied, the offering may be revoked or suspended without
any compensation to applicants.
Advisors
Arctic Securities AS, DNB Markets, a part of DNB Bank ASA and Skandinaviska
Enskilda Banken AB (publ.) (Oslo branch) have been engaged as Joint Bookrunners
for the Private Placement and the Listing. Advokatfirmaet Schjødt AS is acting
as legal advisor to the Company.
For further queries, please contact:
Katrine Klaveness, Chief Financial Officer, Aker BioMarine AS
Telephone: +47 99 15 89 15
Torbjørn Kjus, Chief Economist & Head of Investor Relations, Aker ASA
Telephone +47 94 14 77 30
Atle Kigen, Head of Corporate Communications, Aker ASA
Telephone + 47 90 78 48 78
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Joint Bookrunners or any of their
respective affiliates or any of their respective directors, officers, employees,
advisors or agents accepts any responsibility or liability whatsoever for, or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to the Company, its subsidiaries or associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. This
announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its territories and
possessions, any State of the United States and the District of Columbia),
Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction. The publication, distribution or release of this announcement may
be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any such
jurisdiction.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction
to whom or in which such offer or solicitation is unlawful.
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 “U.S.
Securities Act”), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
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
Prospectus Directive (“Qualified Investors”), i.e., only to investors who can
receive the offer without an approved prospectus in such EEA Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are Qualified Investors and 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 to 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.
This announcement is made by and, and is the responsibility of, the Company. The
Joint Bookrunners and their affiliates are acting exclusively for the Company
and Aker and no-one else in connection with the Private Placement. They will not
regard any other person as their respective clients in relation to the Private
Placement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, nor for
providing advice in relation to the Private Placement, the contents of this
announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Joint Bookrunners and any of their
affiliates, acting as investors for their own accounts, may subscribe for or
purchase shares and in that capacity may retain, purchase, sell, offer to sell
or otherwise deal for their own accounts in such shares and other securities of
the Company or related investments in connection with the Private Placement or
otherwise.
Accordingly, references in any subscription materials to the shares being
issued, offered, subscribed, acquired, placed or otherwise dealt in should be
read as including any issue or offer to, or subscription, acquisition, placing
or dealing by, such Joint Bookrunners and any of their affiliates acting as
investors for their own accounts. The Joint Bookrunners do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as “believe”, “aims”, “expect”,
“anticipate”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and
similar expressions. The forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to significant
known and unknown risks, uncertainties, contingencies, and other important
factors which are difficult or impossible to predict and are beyond its control.
Such risks, uncertainties, contingencies, and other important factors could
cause actual events to differ materially from the expectations expressed or
implied in this release by such forward-looking statements. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, Aker, each of the Joint Bookrunners
and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise.
The Private Placement and the contemplated Listing may be influenced by a range
of circumstances, such as market conditions, and there is no guarantee that the
Private Placement will proceed and that the Listing will occur.
Certain figures contained in this document, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this document may not
conform exactly with the total figure given.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.
This announcement is for information purposes only. It does not purport to be
complete, and it 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 Joint Bookrunners nor any of
their respective affiliates accepts any liability arising from the use of this
announcement.
Each of the Company, Aker and the Joint Bookrunners, and their respective
affiliates, expressly disclaims any obligation or undertaking to update, review
or revise any statement contained in this announcement whether as a result of
new information, future developments or otherwise.
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.
This information is subject of the disclosure requirements pursuant to section 5
-12 of the Norwegian Securities Trading Act.
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