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(Oslo, 9 September 2020) Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”) retained DNB Markets, a part of DNB Bank ASA, as Sole Global Coordinator and Joint Bookrunner and Arctic Securities AS as Joint Bookrunner (together, the “Managers”) to advise on and carry out a private placement of new shares, after the close of trading on Oslo Stock Exchange today (the “Private Placement”). The Private Placement is directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions.
Through the Private Placement, the Company is offering new shares for gross proceeds of the NOK equivalent of approximately USD 100 million from the issuance of new ordinary shares in the Company (the “Offer Shares”), representing approximately 12.3% of the outstanding capital at current share price levels (the “Private Placement”). 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 net proceeds of the Private Placement will be used for:
i) Partly repayment and cancellation of existing credit facility (USD 20m term loan) and repayment and cancellation of USD 30m in short-term facility - in total USD 50m in repayment to DNB Bank ASA.
ii) Strengthen balance sheet and general corporate purposes.
iii) Acceleration of further expansion.
The bookbuilding period for the Private Placement opens today at 16:30 CEST and closes on 10 September 2020 at 08:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period at their sole discretion and on short notice.
The Managers have prior to launch received significant interest, and has increased the transaction amount from the pre-sounded amount due to significant demand. 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) Johan E. Andreassen, through Alsco AS, has pre-committed to subscribe for shares for a total of 2.7 USDm.
ii) Runar Vatne, through Vatne Equity AS, has pre-committed to subscribe for his pro-rata share in the transaction (equal to approximately 5.7 USDm).
iii) Alexanders Reus, a member of the board, has pre-committed to subscribe for 100,000 shares.
iv) Andre Skarbø, a member of the board, has pre-committed to subscribe for his pro-rata share in the transaction (equal to approximately 1 USDm).
v) Tone Bjørnov, a member of the board, has pre-committed to subscribe for 2,000 shares.
vi) Thue Holm, Co-founder and CTO, has pre-committed to subscribe for 25,000 shares.
vii) Svein Taklo, Chief Infrastructure and Development Officer, has pre-committed to subscribe for 2,000 shares.
viii) Dharma Rajeswaran, COO, has pre-committed to subscribe for 1,000 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, following advice from the Managers. 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 11 June 2020 (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 DNB Markets, the Company and Alsco AS. The shares delivered to the subscribers will thus be tradable upon allocation.
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 10 September 2020.
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 individual and their related companies:
i) Johan E. Andreassen: 180 days (shares held indirectly through Platina Seafood, Inc, 225,500 shares in total, is exempted from the lock-up provision due to the upcoming liquidation of Platina Seafood, Inc in connection with the establishment of an in-house sales department, please see slide 10 in the presentation for more information).
ii) Other selected key management: 180 days.
iii) Board members: 90 days.
iv) The Company: 180 days.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014, 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 will be deviated from.
For further information, please contact:
Johan E. Andreassen
Chairman, Atlantic Sapphire ASA;
or Karl Øystein Øyehaug
Managing Director, Atlantic Sapphire ASA
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 enables 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, beginning in Q3, 2020. The company has also 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, 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. 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”). 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 3 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 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 forwardlooking 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 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 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 their respective affiliates accepts any liability arising from the use of this announcement.
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