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Oslo, 7 October 2021: Reference is made to the stock exchange announcement from Kalera AS (“Kalera” or the “Company”) (Euronext Growth Oslo ticker: KAL, Bloomberg: KAL NO), published earlier today, 7 October 2021, regarding a contemplated private placement (the “Private Placement”).
Kalera is pleased to announce that the Private Placement has been successfully completed with a total transaction size of NOK 300 million (equivalent to approximately USD 35 million) through the allocation of 12,000,000 shares in the Company at a price of NOK 25.00 per share (the “New Shares”).
The Company has, with customary exceptions, agreed to a lock-up period ending on the earlier of (i) 6 months after the Private Placement, and (ii) the planned US listing of the Company.
The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 12 October 2021 (T+2) by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement between the Managers, the Company, Canica AS and Macama AS. The shares allocated to the investors will thus be tradable upon notification of allocation, expected on or about 8 October 2021 (T). Following registration of the share capital increase pertaining to the Private Placement in the Norwegian Register of Business Enterprises (and the issuance of the consideration shares in the &ever GmbH and &ever Middle East Holding Ltd. transactions), the Company will have 209,354,819 shares outstanding, each with a nominal value of NOK 0.01.
The Private Placement implies a deviation from the shareholders’ preferential right to the new shares under the Norwegian Private Limited Companies Act. The board of directors of the Company (the “Board”) has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the shareholders’ preferential right to the New Shares in the Private Placement and that this would also be in compliance with the provisions of the Norwegian Private Limited Companies Act, the rules of equal treatment under the Norwegian Securities Trading Act, Oslo Rule Book II for companies listed on Euronext Growth Oslo, and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment.
In reaching this conclusion, the Board inter alia emphasized that the subscription price of NOK 25 per share is based on the investor interest obtained following pre-sounding of the transaction with wall-crossed investors and a publicly announced bookbuilding process conducted by leading investment banks and the price represent professional investors’ view of the market price for the shares for a share offering of this size. Further, even though the discount to the closing price as of 7 October 2021 is significant, the number of New Shares represent only approximately 6% of the existing number of shares in the Company following the issuance of consideration shares in acquisitions made by the Company and the dilutive effect on the non-participating shareholders will thus be limited.
The Company will not carry out a subsequent offering.
Advisors:
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS (together, the “Managers”) are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company, and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.
For more information, please contact:
Bjørge Gretland, Chairman
Email: bgretland@kalera.com
Daniel Malechuk, CEO
Phone: +1 407 574 2382
Email: dmalechuk@kalera.com
Kalera in brief:
Kalera in brief:
The Kalera Group is a vertical farming group headquartered in Orlando, Florida. Kalera uses technology to ensure that more people around the world have access to the freshest, most nutritious, and cleanest products possible. It has spent several years optimizing plant nutrient formulas and developing an advanced automation and data acquisition system with Internet of Things, cloud, big data analytics and artificial intelligence. Kalera currently operates farms in the US (Orlando, Florida, Atlanta, Georgia and Houston, Texas), Kuwait and Germany and the company has plans to open more farms in the US and also in both the Middle East and Asia in the coming months. More information is available at www.kalera.com.
This announcement is considered to include inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by Rune Damm, on 7 October 2021 at 23:55 CEST.
Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under
the Securities Act.
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 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) 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) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for 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 “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. Any forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe 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. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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 Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their 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. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
Kilde
Ja, siden sluttkursen i dag med all sannsynlighet vil være over 25 NOK 
Kjøpte på 24,65 og mer på 24 
