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Reference is made to the stock exchange notice from Norcod AS (“Norcod” or the “Company”) on 27 February 2024 regarding the contemplated private placement. As previously announced, the Company’s largest shareholders, representing in total 66.65 % of the shares in the Company, has pre-committed to subscribe for in total NOK 100.5 million at the Offer Price. The Company has also received confirmation from a new high-quality long-term industrial investor that such investor will participate in the Private Placement with NOK 52.4 million at the Offer Price, subject to being allocated the full subscription amount and approval by the extraordinary general meeting of nomination of a representative to the board of directors of the Company (together the “Previously Announced Investors”). Further to that, the Company has received further indications of interest such that the total precommitments and indications of interest exceeds the previously communicated offer size of NOK 100 – 150 million.
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Today the Company intends to raise proceeds of NOK 150 – 175 million (the “Offer Range”) at a price of NOK 12.00 per share (the “Offer Price”), implying issuance of between 12,500,000 and 14,583,333 new shares (the “Offer Shares”) (together the “Private Placement”). ABG Sundal Collier ASA acts as sole bookrunner for the Private Placement (the “Manager”).
The net proceeds from the Private Placement will be used to fund working capital and for general corporate purposes as previously announced in the Company’s Q4 Financial report for 2023.
The following primary insiders and close associates have, subject to certain conditions, pre-committed to subscribe for Offer Shares in the Private Placement as set out below:
- Artha Kapitalforvaltning has pre-committed to subscribe for a number of Offer Shares equal to NOK 73 million in the Private Placement.
- Sirena Group has pre-committed to subscribe for a number of Offer Shares equal to NOK 10 million in the Private Placement.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the offer prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.
The Private Placement will be conducted as an accelerated bookbuilding process, where the bookbuilding period (the “Book Building Period”) commences today at 16:30 CET and will close 1 March at 08:00 CET. The Bookbuilding Period may, at the discretion of the Company and the Manager, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The allocation of Offer Shares will be determined at the end of the Bookbuilding Period and the final allocation will be made at the sole discretion of the Board. The Company will announce the final number of Offer Shares placed in a stock exchange announcement expected to be published before the opening of trading on the Oslo Stock Exchange on 1 March 2024. Completion of the Private Placement is subject to final approval by the Company’s board of directors (the “Board”) and the Shere Lending Agreements (defined below) not being terminated prior to allocation.
The Offer Shares, other than those subscribed by the Previously Announced Investors, is expected to be settled on a delivery versus payment basis on or about 5 March 2024 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreements (the “Share Lending Agreements”) entered into between the Company, the Manager, Ronja Capital AS and Sirena Group AS . Shares subscribed by the Previously Announced Investors will be issued and delivered following an extraordinary general meeting of the Company expected to be held on or about 15 March 2024 (the “EGM”), and will also be used to settle the share loan pursuant to the Share Lending Agreements.
Allocation will be based on criteria such as (but not limited to), timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Board may, at its sole discretion, reject and/or reduce any applications. There is no guarantee that any applicant will be allocated Offer Shares. Notification of conditional allocation is expected to be issued to the applicants on or about 1 March 2024 through a notification to be issued by the Company.
The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs’ guidelines on the rules of equal treatment, and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company expects to be in a position to complete the share issue in today’s market conditions in an efficient manner and at a higher subscription price than would have been the case for a rights issue. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced bookbuilding process. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
The Company may, subject to completion of the Private Placement and the Board of Directors being granted an authorization to this effect at the EGM, consider conducting a subsequent repair offering of new shares (the “Subsequent Offering”). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice and be directed towards existing eligible shareholders in the Company as of 29 February 2024 (as registered in the VPS two trading days thereafter) (the “Record Date”) who i) were not allocated Offer Shares in the Private Placement, (ii) were not contacted during pre-sounding ahead of announcement of the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway and any other jurisdiction(s) decided by the board of directors) require a prospectus, registration document or similar action (the “Eligible Shareholders”). The Subsequent Offering will be subject to approval by the EGM, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including the EGM, (iii) the trading price of the Company’s shares exceeding the Subscription Price and (iv) the publication of a prospectus (the “Prospectus”) by the Company. The subscription period for any Subsequent Offering (if made) is expected to commence shortly after the EGM.
Completion of the Private Placement is conditional upon (i) approval of the Private Placement by the Board, (ii) approval of the Private Placement and other corporate resolutions pertaining thereto at the EGM (with respect to the shares being issued to the Previously Announced Investors), and iii) the Offer Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the Offer Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.
Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection with the Private Placement.
For further information, please contact:
Christian Riber,
CEO, Norcod AS
Tel: +47 905 37 990
E-mail: cr@norcod.no
About Norcod
Norcod AS’ core business is commercial sea farming of cod but through ownership and partnerships is involved in the entire value chain. Norcod’s existing fish farms are located in Mid-Norway with ideal conditions for cod. The company is contributing to blue ocean value creation with minimal impact on the environment while supporting local communities. Norcod is listed on Oslo’s Euronext Growth
market.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation (MAR).
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