Reference is made to the stock exchange release from Atlantic Sapphire ASA ("Atlantic Sapphire” or the “Company”) published on 19 September 2023 regarding a contemplated private placement.
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The Company is pleased to announce that it has raised NOK 702 million, i.e. the equivalent of USD 65 million, in gross proceeds through a private placement (the “Private Placement”) of 501,428,571 new shares, at a price per new share of NOK 1.40 (the “Offer Shares” and the “Offer Price”), subject to satisfaction of the Conditions (as defined below). The Private Placement was carried out on the basis of an accelerated bookbuilding process managed by Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, (together, the “Managers”) as Joint Bookrunners after close of markets on 19 September 2023.
The net proceeds from the Private Placement will be used to reach an estimated EBITDA break-even for Phase 1 during H1 2024, with a cash buffer. The Company will deploy rental chillers estimated to bring water temperatures back to budgeted levels. The Company may upon satisfactory system performance seek to eliminate chiller rental costs by utilizing excess buffer towards finalizing investment in the new Phase 1 & 2 chiller plant.
The Private Placement is divided into two tranches. The tranches will be settled on a delivery versus payment (“DVP”) basis facilitated through a pre-funding agreement entered into between the Company and the Managers.
The first tranche consists of 55,000,000 Offer Shares (“Tranche 1”), and the share capital increase pertaining to Tranche 1 has been resolved by the Company’s Board of Directors. Completion of Tranche 1 by delivery of the Tranche 1 Offer Shares is subject to registration of the share capital increase pertaining to Tranche 1 with the Norwegian Registry for Business Enterprises (“NRBE”) and the registration of the Tranche 1 Offer Shares in Euronext Securities Oslo (“VPS”) (the “Tranche 1 Conditions”). Subject to completion of the Tranche 1 Conditions, delivery of Tranche 1 Offer Shares will be made on a DVP basis on or about 22 September 2023 as immediately tradable shares.
The second tranche consists of 446,428,571 Offer Shares (“Tranche 2”). Completion of Tranche 2 by delivery of the Tranche 2 Offer Shares is subject to; (i) an extraordinary general meeting of the Company, expected to be held on or about 11 October 2023 (the “EGM”), resolving the share capital increase pertaining to the issuance of the Tranche 2 Offer Shares, and (ii) registration of the share capital increase pertaining to Tranche 2 with the NRBE and the registration of the Tranche 2 Offer Shares in the VPS (the “Tranche 2 Conditions”, and together with the Tranche 1 Conditions, the “Conditions”). Subject to completion of the Tranche 2 Conditions, delivery of Tranche 2 Offer Shares will be made on a DVP basis on or about 13 October 2023. The Tranche 2 Offer Shares will initially be delivered on a separate ISIN as the listing of the Tranche 2 Offer Shares requires the preparation and publication of the prospectus (the “Prospectus”) approved by the Norwegian Financial Supervisory Authority before such shares can be listed on the Oslo Stock Exchange. The Prospectus is expected to be approved and published within mid-October 2023. The Prospectus is contemplated to be a combined prospectus for listing of the Tranche 2 Offer Shares and for a contemplated Subsequent Offering (as defined below).
The following persons discharging managerial responsibilities (“PDMRs”) and close associates to PDMRs has subscribed for and been allocated Offer Shares in the Private Placement at the Offer Price:
i) Strawberry Capital AS, a close associate of Chairman Kenneth Jarl Andersen, has been allocated 41,819,142 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 58.5 million;
ii) Nordlaks Holding AS, a close associate of Deputy Chairman Eirik Welde, has been allocated 69,428,571 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 97.2 million;
iii) ASInvest AS, a close associate of Board member André Skarbø, has been allocated 5,399,533 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 7.6 million];
iv) Jon Birger Løvik (COO) has been allocated 714,285 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 1.0 million;
v) Karl Øystein Øyehaug (CFO), has been allocated 154,285 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 0.2 million;
vi) Damien Claire (CSMO), has been allocated 231,428 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 0.3 million; and
vii) Svein Taklo (CDIO) has been allocated 154,285 Offer Shares at the Offer Price, corresponding to a total subscription amount of approximately NOK 0.2 million.
Formal primary insider notifications will be released in separate announcements.
Equal treatment
The Private Placement implies a deviation from the pre-emptive rights of the Company’s existing shareholders. When resolving to conditionally complete the Private Placement, 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 Private Placement is in compliance with these requirements.
In reaching this conclusion, the Board particularly emphasized that the waiver from the breach of the minimum liquidity covenant and the earlier access to USD 10 million of the Phase 2 term debt, as described in the Company’s stock exchange notice relating to the launch of the Private Placement, is subject to completion of the Private Placement.
By structuring the equity raise as a private placement, the Company was able 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. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process. As a consequence of the Private Placement structure, the shareholders’ preferential rights to subscribe for the Offer Shares will be deviated from. As further set out below, the Board currently intends to carry out a subsequent offering to limit the dilutive effect of the Private Placement for the Company’s existing shareholders.
Subsequent Offering
The Board has resolved an intention to carry out a subsequent offering (the “Subsequent Offering”) of up to 100,000,000 new shares with gross proceeds of up to NOK 140 million at the Offer Price directed towards existing shareholders in the Company as of 19 September 2023 (as registered in the VPS on 21 September 2023) who; (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement and (iii) are not resident in jurisdictions where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. Completion of the Subsequent Offering is subject to, among other things, completion of the Private Placement, granting by the EGM of a board authorization to increase the Company’s share capital in connection with issuance of shares in a Subsequent Offering, the market price of the Company’s shares and approval of the Prospectus.
Advisors
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as Joint Bookrunners in the Private Placement.
Advokatfirmaet CLP DA is acting as a legal advisor for the Company in connection with the Private Placement. Advokatfirmaet BAHR AS is acting as legal advisor to the Managers in connection with the Private Placement.
For further information, please contact:
Johan E. Andreassen, CEO, Atlantic Sapphire ASA;
or
Karl Øystein Øyehaug, CFO, 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 the 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 identified and obtained the requisite permits to construct its Bluehouse® in the ideal location in Homestead, Florida, just south of Miami. The Company has completed Phase 1 construction, which provides the capacity to harvest approximately 10,000 tons (HOG) of salmon annually. The Company completed its first commercial harvest in the US in September 2020. Atlantic Sapphire is currently constructing its Phase 2 expansion, which will bring total annual production capacity to 25,000 tons, and has a long-term targeted harvest volume of 220,000 tons.
This information was considered to be inside information pursuant to the EU Market Abuse Regulation. This stock exchange announcement was published by Karl Øystein Øyehaug, CFO, on the time and date provided.
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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