NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
(Oslo, 10 September 2020) Reference is made to the stock exchange release from Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”) published on 9 September 2020 regarding a contemplated private placement.
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The Company announces that it has raised USD 100 million (~NOK 906 million) in gross proceeds through a private placement (the “Private Placement”) of 8,877,451 new shares, at a price per share of NOK 102, equal to the closing price on Oslo Stock Exchange. The Private Placement, which was significantly oversubscribed, took place through an accelerated bookbuilding process managed by 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”) after close of markets on 9 September 2020.
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 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 investors will thus be tradable upon delivery. The Board of Directors has resolved to issue 8,877,451 new shares in the Private Placement pursuant to an authorization to increase the share capital, granted by the general meeting on 11 June 2020. Following registration of the new share capital pertaining to the Private Placement, the Company will have 80,163,551 shares outstanding, each with a par value of NOK 0.10.
The following primary insiders subscribed for and has been allocated shares in the Private Placement at a subscription price of NOK 102 per share:
i) Johan E. Andreassen, through Alsco AS, 239,691 shares.
ii) Runar Vatne, through Vatne Equity AS, 502,778 shares.
iii) Alexanders Reus, a member of the board, 100,000 shares.
iv) Andre Skarbø, a member of the board, 88,727 shares.
v) Tone Bjørnov, a member of the board, 2,000 shares.
vi) Thue Holm, Co-founder and CTO, 25,000 shares.
vii) Svein Taklo, Chief Infrastructure and Development Officer, 2,000 shares.
viii) Dharma Rajeswaran, COO, 1,000 shares.
For an overview of total holdings following the completion of the Private Placement, please see the attachment to this notice.
The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; and (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided. On this basis, and based on an assessment of the current equity markets, the Company’s Board of Directors 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 were deviated from.
Advokatfirmaet CLP DA has acted as legal counsel to the Company and Advokatfirmaet BAHR AS has acted as legal counsel to the Joint Bookrunners.
For further information, please contact:
Johan E. Andreassen
Chairman, Atlantic Sapphire ASA;
or Karl Øystein Øyehaug
Managing Director and Interim CFO, 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 sections 5 -12 and 4-2 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.
Kilde
