NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
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Reference is made to previous stock exchange announcements from Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”, and together with its consolidated subsidiaries, the “Group”) regarding a partially underwritten rights issue of up to 6,844,800,000 new shares (the “Offer Shares”) with preferential subscription rights for existing shareholders, to raise gross proceeds of up to the NOK-equivalent of USD 64 million (the “Rights Issue”), of which an underwriting consortium has agreed to underwrite subscription of new shares for gross proceeds of the NOK-equivalent to USD 60 million. In addition, the Company will issue up to 7,700,400,000 warrants to subscribers in the Rights Issue, the Underwriters (as defined below), and lenders in the convertible loan resolved to be issued by the Company, as further described below (the “Warrants”). Subsequent exercise of Warrants will increase the gross proceeds to the Company.
The subscription period in the Rights Issue starts today, 20 September 2024, at 09:00 hours (CEST). Certain information about the Rights Issue is set out below. The complete terms and conditions of the Rights Issue are set out in the Prospectus (as defined below).
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as managers for the Rights Issue (the “Managers”).
Allocation and grant of Subscription Rights and Warrants
The holders of the Company’s shares as of 17 September 2024, as registered with Euronext Securities Oslo, the Norwegian Central Securities Depository (the “VPS”) as of the expiry of 19 September 2024 (the “Record Date”) (the “Existing Shareholders”), will be granted transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares in the Rights Issue at the subscription price of NOK 0.10 (the “Subscription Price”).
Each Existing Shareholder has been granted 61.0552 Subscription Rights for every one existing share registered as held by such Existing Shareholder as of the Record Date. The aggregate number of Subscription Rights granted to each Existing Shareholder as of the Record Date will be rounded down to the nearest whole Subscription Right. The Subscription Rights will be distributed free of charge to the Existing Shareholders’ VPS accounts.
Each whole Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated, one Offer Share. Oversubscription and subscription without Subscription Rights will be permitted, however, there can be no assurance that Offer Shares will be allocated for such subscriptions.
The subscribers in the Rights Issue will be allocated 0.5 Warrant issued by the Company for every one Offer Share allocated and paid for in the Rights Issue. Each whole Warrant will, subject to applicable law, give the holder the right to subscribe for one new share in the Company, by payment of an exercise price as described below. The Warrants will be granted free of charge. Over-subscription of Warrants is not permitted. In addition, the Company will issue 0.5 Warrant to each Underwriter for every one Offer Share that the Underwriter has guaranteed subscription for in the Rights Issue (rounded down to the nearest whole number of Warrants), and 0.5 Warrant to each of Condire and Nordlaks for each share that would have been allocated to them had the funds in the convertible loan (approved by the Company’s extraordinary general meeting held on 17 September 2024, the “Convertible Loan”) instead been subscribed in the Rights Issue (rounded down to the nearest whole number of Warrants).
The grant or purchase of Subscription Rights and the subscription of Offer Shares and Warrants by persons resident in, or who are citizens of countries other than Norway, may be affected by laws of the relevant jurisdiction. No Offer Shares, Subscription Rights or Warrants will be offered or sold in the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act. For a further description of such restrictions, please refer to Section 11.8 “Subscription Rights” and Section 12 “Selling and Transfer Restrictions” of the prospectus prepared by the Company dated 19 September 2024 (the “Prospectus”). The Prospectus is, subject to applicable local securities laws, available at the websites of; (i) the Company (www.atlanticsapphire.com), and (ii) at the websites of the Managers (www.arctic.com/secno/en/offerings and www.dnb.no/emisjoner).
Subscription Period
The subscription period commences today, 20 September 2024 at 09:00 hours (CEST), and ends at 16:30 hours (CEST) on 4 October 2024 (the “Subscription Period”). The Subscription Period may not be shortened, but the Company’s board of directors may extend the Subscription Period if this is required by law as a result of the publication of a supplemental prospectus.
Subscription Rights
The Subscription Rights will be listed and tradable on the Oslo Stock Exchange from 20 September 2024 at 09:00 hours (CEST) to 30 September 2024 at 16:30 hours (CEST), under the ticker “ASAT”. The Subscription Rights will hence only be tradable during part of the Subscription Period.
Persons intending to trade in Subscription Rights should be aware that trading in, and exercise of, Subscription Rights by holders who are located in jurisdictions outside of Norway may be restricted or prohibited by applicable securities laws. See Section 12 “Selling and Transfer Restrictions” of the Prospectus for further information.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period, or that are not sold before 30 September 2024 at 16:30 hours (CEST), will have no value and will lapse without compensation to the holder.
The Subscription Rights are expected to have economic value if the Company’s shares trade above the Subscription Price during the Subscription Period. Existing Shareholders who do not exercise their Subscription Rights will experience a dilution of their shareholding in the Company, as further detailed in Section 11.20 “Dilution” of the Prospectus. If Warrants are exercised, there will be additional dilution.
Warrants
The subscribers in the Rights Issue will be allocated 0.5 Warrant issued by the Company for every one Offer Share allocated and paid for in the Rights Issue. Each whole Warrant will, subject to applicable law, give the holder the right to subscribe for one new share in the Company, by payment of the Exercise Price (as defined below). The Warrants will be granted free of charge. Over-subscription of Warrants is not permitted. In addition, the Company will issue 0.5 Warrant to each Underwriter for every one Offer Share that the Underwriter has guaranteed subscription for in the Rights Issue (rounded down to the nearest whole number of Warrants), and 0.5 Warrant to each of Condire and Nordlaks for each share that would have been allocated to them had the funds in the Convertible Loan instead been subscribed in the Rights Issue (rounded down to the nearest whole number of Warrants).
The Warrants may be exercised at the earliest of the first 10 business days in December 2025 or in connection with a Qualifying Equity Raise, or at certain other exercise windows, as further described and defined in Section 11.27 “The Warrants” of the Prospectus.
The Company has applied for listing of the Warrants, and the Company anticipates that Warrants will become listed on the Oslo Stock Exchange shortly after delivery of such Warrants, but no assurance can be given that such listing will actually occur. Information concerning whether the Warrants will be listed will be provided when such information is available to the Company.
The Warrants are expected to have an economic value if the Company’s shares trade above the relevant Exercise Price (as defined below) for the Warrants during the relevant exercise periods. If Warrants are exercised, holders of Warrants who do not exercise their Warrants will experience a dilution of their shareholding in the Company.
Any Warrants not subscribed before the end of the Subscription Period (i.e. 4 October 2024 at 16:30 hours (CEST)) will not be allocated. Warrants not sold or exercised before 16:30 hours (CET) on 14 December 2026 will have no value and will lapse without compensation to the holder.
Subscription Price for Offer Shares and Exercise Price for Warrants
The Subscription Price is NOK 0.10 per Offer Share.
The exercise price for the Warrants (the “Exercise Price”) will vary between NOK 0.115 to NOK 0.13 (or as subsequently adjusted), depending on when the Warrants are exercised. The Warrants may be exercised at the earliest of the first 10 business days in December 2025 or in connection with a Qualifying Equity Raise, or at certain other exercise windows, as further described and defined in Section 11.27 “The Warrants” of the Prospectus. No payment shall be made for the Warrants.
Subscription procedure
Subscriptions for Offer Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to one of the Managers within the Subscription Period.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the Norwegian VPS online subscription system (or by following the link on www.arctic.com/secno/en/offerings or www.dnb.no/emisjoner (both which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number (Nw: fødselsnummer). Subscriptions made through the VPS online subscription system must be duly registered before the expiry of the Subscription Period.
Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form found in Appendix B to the Prospectus to one of the Managers during the Subscription Period. The subscription form is attached to the Prospectus. The postal and e-mail addresses to each of the Managers are included in Section 11.10 “Subscription procedures” of the Prospectus and in the subscription form.
Subscriptions for Warrants are made pursuant to the same subscription procedures as for the Offer Shares, prior to the end of the Subscription Period (i.e. 4 October 2024 at 16:30 hours (CEST)). Please refer to Section 11.10 “Subscription procedures” of the Prospectus.
The Underwriting
Pursuant to the underwriting agreement dated 20 August 2024 (the “Underwriting Agreement”), the participants in the underwriting syndicate for the Rights Issue (the “Underwriters”) have undertaken, severally and not jointly, and otherwise on the terms and conditions set out in the Underwriting Agreement, to partially underwrite the Rights Issue for an aggregate amount of NOK 641.7 million (i.e. the NOK-equivalent of USD 60.0 million, applying an exchange rate of USD:NOK of 1:10.695) (the “Underwriting Obligation”).
The obligations of the Underwriters pursuant to the Underwriting Agreement were subject to satisfaction of certain conditions, including; (i) the Underwriters having underwritten the full Underwriting Obligation of NOK 641.7 million, (ii) approval by an extraordinary general meeting of the Company of the share capital increase relating to the Offer Shares in the Rights Issue, and (iii) a prospectus relating to the Rights Issue, as approved by the Norwegian Financial Supervisory Authority, being published by the Company.
All conditions relating to the Underwriting Obligation have been satisfied as of the date of this announcement.
The Underwriting Obligation of each Underwriter was denominated in USD, and the Underwriters have been given the possibility of settling any Offer Shares subscribed by the Underwriters in order to satisfy the Underwriting Obligation in either NOK or USD. Three Underwriters have elected to settle their Underwriting Obligation in USD, and any Offer Shares to be subscribed pursuant to the Underwriting Obligation of these Underwriters will be settled through a contribution in-kind of approximately USD 0.00935 per Offer Share, which corresponds to NOK 0.10 at an applied exchange rate of USD:NOK of 1:10.695, which was set based on the FX forward rate available to the Company on 13 September 2024.
Pursuant to the Underwriting Agreement, each Underwriter shall receive an underwriting commission equal to 10% of their respective Underwriting Obligation, which shall be settled in new Shares in the Company (the “Underwriting Commission Shares”) to be issued at the Subscription Price. The issuance of the Underwriting Commission Shares to settle the underwriting commission is intended to be resolved by the Company’s board of directors pursuant to an authorization to increase the share capital granted by the Company’s general meeting held on 17 September 2024.
The Underwriting Obligation will expire in the event that the Underwriters are not notified of any allocation under the Underwriting Obligation within 29 November 2024.
See Section 11.21 “The Underwriting” in the Prospectus for further information.
Financial Intermediaries
If an Existing Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Existing Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each relevant Existing Shareholder with this information in accordance with its usual customer relations procedures. Existing Shareholders holding their shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Rights Issue.
Allocation of Offer Shares – Listing and commencement of trading in the Offer Shares
Following expiry of the Subscription Period, the Offer Shares will, in accordance with the resolution made by the general meeting of the Company on 17 September 2024, be allocated to subscribers in accordance with the allocation principles set out below:
(i) First, Offer Shares will be allocated in accordance with granted and acquired Subscription Rights to subscribers who have validly exercised Subscription Rights during the Subscription Period;
(ii) Second, any unallocated Offer Shares following the allocation under (i) above shall be allocated to subscribers who have over-subscribed on a pro-rata basis on the number of Subscription Rights exercised by each subscriber;
(iii) Third, any unallocated Offer Shares following the allocation under (ii) above shall be allocated on a pro-rata basis to Underwriters who have subscribed for Offer Shares, however limited upwards to each such Underwriter’s respective Underwrriting Obligation for the aggregate Underwriting Obligation of NOK 641.7 million;
(iv) Fourth, any unallocated Offer Shares following the allocation under (iii) above shall be allocated to Underwriters who have subscribed for Offer Shares in excess of their respective Underwriting Obligation on a pro-rata basis;
(v) Fifth, any unallocated Offer Shares following the allocation under (iv) above shall be allocated to subscribers without Subscription Rights; and
(vi) Finally, any unallocated Offer Shares following the allocation under (v) above shall be allocated to the Underwriters who has not fulfilled their underwriting obligation through subscription for Offer Shares in the Subscription Period, pro rata to their respective Underwriting Obligation.
See also Section 11.14 “Allocation of the Offer Shares” in the Prospectus. Payment for allocated Offer Shares falls due on 10 October 2024.
Subject to timely payment of the entire subscription amount in the Rights Issue, the Company expects that the share capital increase pertaining to the Offer Shares in the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 15 October 2024 and that the Offer Shares will be delivered to the VPS accounts of the subscribers to whom they are allocated, and be tradable on the Oslo Stock Exchange, on or about 16 October 2024.
The Warrants will be credited to and registered on the VPS account of each subscriber in the Rights Issue on or about 16 October 2024. The Company has applied for listing of the Warrants, and the Company anticipates that Warrants will become listed on the Oslo Stock Exchange shortly after delivery of such Warrants, but no assurance can be given that such listing will actually occur.
The share capital increase pertaining to the Underwriting Commission Shares is expected to be registered with the Norwegian Register of Business Enterprises on or about 17 October 2024, and will be delivered to the VPS accounts of the Underwriters on or about 18 October 2024. Trading in the Underwriting Commission Shares on the Oslo Stock Exchange is expected to commence on or about 18 October 2024.
Advisers:
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, have been engaged as Managers for the Rights Issue.
Advokatfirmaet CLP DA is acting as legal adviser to the Company and Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.
For further information, please contact:
Gunnar Aasbø-Skinderhaug, Atlantic Sapphire ASA, Deputy CEO/ CFO
Gunnar@atlanticsapphire.com
Investorrelations@atlanticsapphire.com
About Atlantic Sapphire ASA:
Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphire operated its innovation center in Denmark from 2011 until 2021 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 holds the requisite permits and patents to construct its Bluehouse® in an ideal location in Homestead, Florida, just south of Miami. The Company’s Phase 1 facility is in operation, which provides the capacity to harvest up to approximately 9,500 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 is published in accordance with the requirements of the Continuing Obligations for companies listed on Euronext Oslo Børs and Section 5-12 of the Norwegian Securities Trading Act.
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act.
Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act. No public offering of the securities will be made in the United States. Any offering of the securities referred to in this announcement will be made by means of the Prospectus. This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any EEA Member State (the “Prospectus Regulation”). Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus will, following publication, be available from the Company’s registered office and, subject to certain exceptions, on the websites of the Managers.
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.
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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
The Managers are acting for the Company in connection with the Rights Issue 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 providing advice in relation to the Rights Issue or any transaction or arrangement referred to in this announcement.
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. 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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.
Kilde
