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.
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 the Company’s partially underwritten rights issue of minimum 5,267,773,852 new shares and maximum 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 shall 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 (as defined below) (the “Warrants”). Further, the Company shall raise a convertible loan with a principal amount of minimum NOK 213,900,000 and maximum NOK 328,822,625 (the “Convertible Loan”). Subsequent exercise of Warrants will increase the gross proceeds to the Company.
…
Vis børsmeldingen
Reference is also made to the Company’s stock exchange announcement on 5 October 2024 regarding preliminary results of the Rights Issue.
The subscription period for the Rights Issue expired on 4 October 2024, at 16.30 hours (CEST). The Company’s Board of Directors has now resolved allocation of the Offer Shares, the Warrants and loan amounts in the Convertible Loan, in accordance with the allocation criteria set out in the resolutions by the extraordinary general meeting of the Company dated 17 September 2024 and the prospectus prepared by the Company, dated 19 September 2024.
The allocation by the Board of Directors shows that Offer Shares, Warrants and loan amounts under the Convertible Loan has been allocated as set out below:
Allocation of Offer Shares:
The final allocation shows that:
• 5,011,335,054 Offer Shares shall be allocated based on valid subscriptions received during the subscription period; and
• 1,405,664,947 Offer Shares shall be allocated to underwriters as part of their underwriting obligations.
Consequently, the Company will issue a total of 6,417,000,001 Offer Shares in the Rights Issue.
Notification of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber will be distributed on 7 October 2024. The payment date for the Offer Shares is Wednesday 10 October 2024.
The Offer Shares may not be transferred or traded before they have been fully paid by all subscribers and the share capital increase pertaining to the Rights Issue has been registered with the Norwegian Register of Business Enterprises. Subject to timely payment of the aggregate subscription amount in the Rights Issue, it is expected that the Company’s new share capital following the Rights Issue will be registered with the Norwegian Register of Business Enterprises on or about 20 September and that Offer Shares will be delivered to subscribers on or about 16 October 2024. Subject to the aforementioned, the Offer Shares are expected to become tradable on the Oslo Stock Exchange on or about 16 October 2024.
Allocation of Warrants:
The final allocation shows that:
• 3,208,500,000 Warrants have been allocated to subscribers in the Rights Issue;
• 3,208,500,058 Warrants have been allocated underwriters in the Rights Issue; and
• 1,069,500,000 Warrants have been allocated to lenders in the Convertible Loan.
The Company has applied for listing of the Warrants, and the Company anticipates that the 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 the anticipated listing of Warrants will be given in due course.
Allocation of Convertible Loan:
The final allocation shows that the total loan amount under the Convertible Loan shall be NOK 213,900,000, all of which will be allocated to Condire Management L.P.
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
This information is subject to the disclosure requirements pursuant to the Norwegian Securities Trading Act section 5-12.
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 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 or otherwise pursuant to exemptions from, or in transactions not subject to, the registration requirements of 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 are 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
