NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLAND OR THE UNITED STATES OR ANY OTHER 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.
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Reference is made to the stock exchange notice from Atlantic Sapphire ASA (the “Company”) published on 19 September 2023 regarding the successful placing of a private placement of approximately NOK 702 million (the “Private Placement”) through issuance of new shares (the “New Shares”) in the Company with a subscription price of NOK 1.40 per Offer Share. Reference is furthermore made to the authorization granted to the Board of Directors of the Company (the “Board”) by an extraordinary general meeting of the Company held on 11 April 2023 (the “EGM”), to be used for carrying out a subsequent offering of new shares (the “Offer Shares”) in the Company (the “Subsequent Offering”) and the stock exchange notice regarding approval of a prospectus by the Norwegian Financial Supervisory Authority and publication of the same prospectus, released on 18 October 2023.
The Board has resolved to initiate the Subsequent Offering. The Subsequent Offering consists of an offer of up to 100,000,000 new shares, each at a subscription price of NOK 1.40 per Offer Share (the “Subscription Price”) directed towards Eligible Shareholders (as defined below), thereby raising gross proceeds of up to NOK 140 million. The Subscription Price in the Subsequent Offering is equal to the subscription price in the Private Placement.
The Subsequent Offering is directed towards the shareholders in the Company as of 19 September 2023, as registered in the VPS on 21 September 2023 (the “Record Date”), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated any New Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action (the “Eligible Shareholders”). Eligible Shareholders will, based on their registered holding in the VPS of shares in the Company at the end of the Record Date, be granted non-tradable subscription rights (the “Subscription Rights”) to subscribe for and be allocated Offer Shares in the Subsequent Offering. The Company will issue 1.11632 Subscription Rights per 1 (one) Share held in the Company registered as held on the Record Date.
The number of Subscription Rights issued to each Eligible Shareholder will be rounded down to the nearest whole number of Subscription Rights without compensation to the holder. Each subscription Right grants the holder the right to subscribe for and be allocated (1) one Offer Share in the Subsequent Offering. Over-subscription will be permitted. Subscription without Subscription Rights will not be permitted.
The subscription period in the Subsequent Offering will commence today, on 23 October 2023 at 09:00 (CEST) and will close on 3 November 2023 at 16:30 hours CET.
Allocation of the Offer Shares is expected to take place on 6 November 2023, and the payment for the Offer Shares allocated to a subscriber is expected to fall due on 9 November 2023. The Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises (Nw: Foretaksregisteret) on or about 15 November 2023 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated on or about 16 November 2023, subject to timely payment of the aggregate Subscription Price by the subscribers.
The completion of the Subsequent Offering is subject to the following conditions; (i) the Board resolving the necessary corporate resolutions to carry out the Subsequent Offering, including the resolution to issue the Offer Shares, and (ii) that the share capital increase related to the issuance of the Offer Shares is registered with the Norwegian Register of Business Enterprises.
The Company reserves the right to withdraw or cancel the Subsequent Offering at any time and for any reason before completion of the Subsequent Offering. If the Subsequent Offering is withdrawn or not carried out, all subscriptions for Offer Shares will be disregarded and any payments for Offer Shares will be returned to the subscribers without interest or any other compensation.
The complete terms and conditions of the Subsequent Offering, and further information about the Company, is available in the Prospectus.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, are acting as Joint Bookrunners in the Subsequent Offering. Advokatfirmaet CLP DA is acting as legal advisor for the Company in connection with the Subsequent Offering. Advokatfirmaet BAHR AS is acting as legal advisor for the Managers in connection with the Subsequent Offering.
For further information, please contact:
Johan E. Andreassen, CEO; or
Karl Øystein Øyehaug, CFO
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.
Important information
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, Switzerland 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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