NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange announcements published by Atlantic Sapphire ASA (“Atlantic Sapphire” or the “Company”) on 15 October 2024 regarding the registration of new share capital following completion of the rights issue (the “Rights Issue”) of 6,417,000,001 new shares (the “Offer Shares”), and the registration of the 7,486,500,058 warrants to subscribers in the Rights Issue, the underwriters, and lenders in the convertible loan issued by the Company (the “Warrants”).
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The Company can now announce that the Warrants will become listed and tradable on the Oslo Stock Exchange on 18 October 2024 under the ticker code “ASAS”. The trading in the Warrants will be halted four trading days before the end of the last exercise window for the Warrants (being 14 December 2026, as described below) to facilitate settlement of exercised Warrants. The Warrants will hence be tradable from 18 October 2024 to 16:30 (CEST) on 8 December 2026.
Of the total 7,486,500,058 Warrants, 3,208,500,000 Warrants were allocated to subscribers in the Rights Issue, 3,208,500,058 Warrants were allocated to underwriters in the Rights Issue, and 1,069,500,000 Warrants were allocated to the lender in the convertible loan.
Each Warrant will give the holder a right to subscribe for one new share in the Company at an exercise price per Warrant that will vary between NOK 0.115 to NOK 0.13 (subject to various adjustment mechanisms as described in Section 11.27 of the Prospectus, as defined below), depending on when the Warrants are exercised. The Warrants may be exercised at various exercise windows, as set out below:
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The first exercise window will be in the first 10 business days of December 2025, at an exercise price of NOK 0.12 per share.
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Thereafter, the Warrants may be exercised in the first 10 business days of December 2026, at an exercise price of NOK 0.13 per share.
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Warrants may be exercised if the Company carries out a Qualifying Equity Raise (i.e. one or more equity raises following completion of the Rights Issue, which in aggregate gives gross proceeds to the Company of at least USD 100 million) before 14 December 2026. The exercise price upon a Qualifying Equity Raise shall be NOK 0.115 per share. The exercise will be conditional upon completion of the Qualifying Equity Raise.
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In the period starting four months after the completion of a Qualifying Equity Raise and ending on 14 December 2026 (the “Calculation Period”), the Company shall issue a stock exchange notice if the volume weighted exercise price of the Company’s shares on the Oslo Stock Exchange exceeds 200% of the Warrant exercise price then in effect over a period of 20 consecutive trading days (where also trading days prior to the Calculation Period may be included, provided that the period of 20 consecutive trading days expire in the Calculation Period). Following such stock exchange notice, the Warrant holders shall have a right to exercise Warrants, in the subsequent 10 trading days, at either NOK 0.12 per share (if such stock exchange notice is published within the expiry of the 10 first trading days in December 2025), or at NOK 0.13 per share (if such stock exchange notice is published after the expiry of the 10 first trading days in December 2025).
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Following the expiry of the 10 first trading days in December 2026 (i.e. after 14 December 2026), the Warrants may not be exercised and will lapse without compensation.
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The Warrants must be exercised pursuant to such procedures as indicated by the Company prior to each exercise window.
The Warrant exercise prices described above are subject to various adjustment mechanisms as described in Section 11.27 of the Prospectus.
If all Warrants are exercised, the Company expects to raise between approximately NOK 861 million (if all Warrants are exercised at the lowest exercise price of NOK 0.115 per share) and approximately NOK 973 million (if all Warrants are exercised at the highest exercise price of NOK 0.13 per share). In the event that some Warrants are not exercised, the gross proceeds will be reduced proportionally to the number of Warrants that are not exercised.
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 sold within 16:30 (CEST) on 8 December 2026 or exercised within 16:30 (CEST) on 14 December 2026 will have no value and will lapse without compensation to the holder.
For more information about the Warrants, please refer to the prospectus 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).
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.
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