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(Oslo, 3 June 2021) Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”) has retained Arctic Securities AS, BofA Securities, and DNB Markets, a part of DNB Bank ASA, as Joint Global Coordinators and Joint Bookrunners (together, the “Managers”) in connection with a private placement of the NOK equivalent of up to USD 120 million in new shares to be issued by the Company (the “Offer Shares”) after close of trading on the Oslo Stock Exchange today (the “Private Placement”).
Capex and Financing
The net proceeds of the Private Placement will be used to part-finance completion of the construction of Phase 2 with its expected capex of USD 210 million, plus USD 15 million for certain investments that will benefit expansion beyond Phase 2, and general corporate purposes. The remaining financing requirement of Phase 2 will be covered through already existing debt facilities of USD 150 million, comprised of USD 32 million committed facilities, USD 98 million uncommitted accordion facility and as of Q1 2021 an undrawn RCF of USD 20 million. The 98 million facility amount is permitted to be incurred under the facility agreement subject to certain conditions including compliance with existing financial covenants. The Company may request existing and new lenders (existing lenders have first right of refusal) for this facility amount.
Operational Update
As communicated by the Company, the Q1 US operational challenges are being addressed and the implemented measures are all on track with ca. half the tanks having new centre drains installed; five out of six grow-out systems having been split; the electrification of the chiller plant being on track; the drum filter area, ozone and protein skimmers fully commissioned; and Batch 2 experiencing low maturation.
See Company Update attached to this stock exchange release for further details.
The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and offering prospectus requirements, and subject to other applicable selling restrictions.
The price in the Private Placement will be determined through an accelerated book-building process. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirement in accordance with applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.
The bookbuilding period for the Private Placement opens on 3 June 2021 at 16:30 CEST and closes on 4 June 2021 at 08:00 CEST. The Managers and the Company may at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice, or to cancel the Private Placement in its entirety.
The Managers have prior to launch received significant interest, and the Company has increased the transaction amount from the pre-sounded amount due to significant indications of interest. The full transaction size is covered with indications before launch.
Further, the following primary insiders and employees has pre-committed to subscribe for Offer Shares in the Private Placement:
i) Andre Skarbø, board member, shares equivalent to NOK 5 million
ii) Tone Bjørnov, board member, 2000 shares
Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period, and the final allocation will be made by the Board of Directors of the Company at its sole discretion. The new shares to be issued in connection with the Private Placement will be issued based on a Board authorization granted by the Company’s annual general meeting held on 12 May 2021(the “AGM”). The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company, that are already listed on Oslo Stock Exchange, pursuant to a share lending agreement between certain existing shareholders of the Company, DNB Markets, a part of DNB Bank ASA and the Company. The shares delivered to investors in the Private Placement will thus be tradable upon allocation.
DNB Markets will settle the share loan with new shares to be issued by the Board pursuant to the authorisation granted by the AGM. New shares exceeding 6,705,259 that are delivered to the share lenders as settlement of the share loan will not be listed or tradable on the Oslo Stock Exchange until a listing prospectus for such shares has been approved by the Norwegian Financial Supervisory Authority, and such shares will be issued under a separate ISIN pending approval and publication of the listing prospectus.
The Company will announce the exact number of Offer Shares to be issued in the Private Placement through a stock exchange notice expected to be published before opening of the trading on Oslo Stock Exchange on 4 June 2021.
The completion of the Private Placement is subject to approval by the Company’s Board of Directors in accordance with the authorisation given by the AGM.
Subject to completion of the Private Placement, customary lock-up agreements are expected to be entered into with the following individuals and their related companies:
i) Johan E. Andreassen: 180 days.
ii) Other selected key management: 180 days.
iii) Board members: 90 days.
iv) The Company: 180 days.
A summary of the general key terms and conditions of the Private Placement is attached to this stock exchange notice.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act, Oslo Børs’ Circular no. 2/2014 and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange, and is of the opinion that the contemplated transaction is in compliance with these requirements. The share issuance will be carried out as a private placement in order to complete a transaction in an efficient manner without the significant discount typically seen in rights issues, and without the need for a guarantee consortium. On this basis, and based on an assessment of the current equity markets, the Company’s Board has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be deviated from.
Advokatfirmaet CLP DA is acting as a legal advisor for the Company in connection with the Private Placement. Advokatfirmaet BAHR AS and Linklaters LLP are acting as legal advisor to the Bookrunners in connection with the Private Placement.
For further information, please contact:
Johan E. Andreassen
Chairman, Atlantic Sapphire ASA;
or
Karl Øystein Øyehaug
Chief Financing Officer & Managing Director, Atlantic Sapphire ASA
investorrelations@atlanticsapphire.com
About Atlantic Sapphire ASA
Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphire has been operating its innovation center in Denmark since 2011 with a strong focus on R&D and innovation to equip the company with technology and procedures that enable the company to commercially scale up production in end markets close to the consumer.
In the US, the Company has since 2010 worked to identify and permit the ideal location for Bluehouse® farming in Miami, Florida. The Company is close to completion of its phase 1 build out which is projected to harvest approximately 10,000 tons of salmon annually and performed its first commercial harvest in the US in September 2020. The Company has secured the key US water permits to produce up to 90,000 tons onsite, and has a targeted harvest volume in 2031 of 220,000 tons.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, does not purport to be full or complete and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction where such offer of solicitation is unlawful. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or under the applicable securities laws of Australia, Canada or Japan. The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
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 Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at “qualified investors” within the meaning of Regulation (EU) 2017/1129 as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (including any statutory instruments made in exercise of the powers conferred by such act) who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
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 “anticipate”, “believe”, “continue”, “estimate”, “expect”, “intends”, “may”, “should”, “will” 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. 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 made by, and is the responsibility of, the Company. The Managers are acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. The Managers and their respective affiliates disclaim 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 distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Neither the Managers nor any of their respective affiliates makes any representation or warranty, express or implied, as to the accuracy and completeness of this announcement (or whether any information has been omitted from the announcement) or as to 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, 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 their respective affiliates accepts any liability arising from the use of this announcement.
In connection with any offering of the shares, the Managers and any of their affiliates acting as an investor for their own account may take up as a principal position in any shares and in that capacity may retain, purchase or sell for their own accounts such shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
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