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Trondheim, 30 March 2022. Norway Royal Salmon ASA (“NRS” or the “Company”)
hereby announces a contemplated private placement of new shares in the Company
(the “Offer Shares”) to raise gross proceeds of approximately NOK 1,900 million
(the “Private Placement”). The subscription price per Offer Share in the Private
Placement will be set by the Company’s board of directors (the “Board”) on the
basis of an accelerated bookbuilding process conducted by ABG Sundal Collier
(the “Manager”).
The Company intends to use the proceeds from the Private Placement to finance
the Cash Consideration (as defined below) of the Company’s contemplated
acquisition of SalmoNor AS (“SalmoNor”) from NTS ASA (“NTS”).
As mentioned in the stock exchange notice on 29 March 2022, the Company has
experienced significant interest from both existing shareholders and new high
quality institutional investors to participate in the Private Placement and the
Manager has received indications of interest to subscribe for shares so that the
Private Placement is covered on indication of interests at the start of the
Bookbuilding Period (as defined below).
Reference is made to NRS’ stock exchange notice published 11 January 2022 on
signing of a binding agreement for its wholly owned subsidiary, NRS Farming AS,
to purchase 100% of the shares in SalmoNor from NTS (the “Transaction”). The
Board in NRS has decided to move forward with the Private Placement, in
accordance with its obligations under the share purchase agreement for the
Transaction, and hence aim to fulfil one of the remaining conditions in the
share purchase agreement related to the Transaction, as the Board considers the
Transaction to create significant shareholder value in NRS.
The share purchase agreement values SalmoNor at an Enterprise Value of NOK 8,297
million. The equity value (the “Purchase Price”) of SalmoNor is estimated to
around NOK 5,978 million. The Purchase Price is agreed financed through 68.14%
consideration shares in NRS (the “Share Consideration”) and 31.86% cash (the
“Cash Consideration”). NTS has undertaken to vote in favour of the Private
Placement and to subscribe for the Consideration Shares to complete the
acquisition of SalmoNor.
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 has been set to the NOK equivalent of EUR
100,000. The Company may, however, at its sole discretion, offer and allocate an
amount below EUR 100,000 to the extent applicable exemptions from the prospectus
requirement pursuant to the Norwegian Securities Trading Act and ancillary
regulations are available.
The subscription price (the “Subscription Price”) in the Private Placement and
the final number of Offer Shares to be issued will be determined by the
Company’s Board through an accelerated bookbuilding process conducted by the
Manager. The bookbuilding period in the Private Placement will commence today,
30 March 2022 at 16:30 hours CEST and is expected to close on 31 March 2022 at
08:00 hours CEST. The Manager and the Company may, however, at any time in their
sole discretion and on short notice resolve to close or extend the bookbuilding
period. If the bookbuilding period is shortened or extended, any other dates
referred to herein may be amended accordingly.
Allocation of the shares in the Private Placement will be determined at the end
of the bookbuilding period, and final allocation will be made by the Board at
its sole discretion, following advice from the Manager.
The Company will announce the result of the Private Placement through a stock
exchange notice expected to be published no later than before opening of trading
on the Oslo Stock Exchange on 31 March 2022.
Conditional allocations are expected to be notified to investors on 31 March
2022. Settlement of the Private Placement is expected to take place on or about
11 April 2022 on a delivery-versus-payment basis subject to either (i) the
Company and the Manager entering into a share lending arrangement with NTS as
set out in agreement between NRS and NTS for the Transaction or (ii) the Company
entering into a pre-funding agreement with the Manager. In the event the Company
is not able to enter into share lending arrangements covering all Offer Shares,
the Company will deliver up to 8,714,438 Offer Shares as tradable shares with
the same ISIN-number as the Company’s existing shares and the remaining Offer
Shares will be delivered on a separate ISIN-number that will not be admitted to
listing on the Oslo Stock Exchange until a listing prospectus has been published
by the Company.
Completion of the Private Placement is subject to (i) a resolution by the Board
to approve the Private Placement following the expiry of the bookbuilding
period, (ii) the resolution of an Extraordinary General Meeting of the Company
(the “EGM”), to be held on 7 April 2022, to increase the share capital of the
Company by the issuance of the Offer Shares and the Share Consideration, and
(iii) the Company’s agreement with NTS to acquire all the shares in SalmoNor not
having been validly terminated before or at the date of the EGM.
The Private Placement represents a deviation from the shareholders’ pre-emptive
right to subscribe for the Offer Shares. The Board has considered the Private
Placement in light of the equal treatment obligations under the Norwegian Public
Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal
treatment under Oslo Rule Book II for companies listed on the Oslo Stock
Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal
treatment, and deems that the proposed Private Placement is in compliance with
these obligations. 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, in particularly in light of the current market conditions. The Board
has in this respect inter alia taken into consideration that it was necessary to
secure financing for the acquisition of SalmoNor. The Board has on this basis
concluded that the Private Placement is in compliance with these requirements.
The Company may, subject to completion of the Private Placement, consider to
conduct a subsequent share 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. Shareholders being allocated shares in the Private
Placement will not be eligible to participate in a Subsequent Offering. The
Company reserves the right in its sole discretion to not conduct or cancel the
Subsequent Offering and any Subsequent Offering will in any event be conditional
upon the approval of the Private Placement by the EGM.
Advisors:
ABG Sundal Collier ASA is acting as sole bookrunner, and Advokatfirmaet
Wiersholm AS is acting as legal advisor to NRS in connection with the Private
Placement. AGP Advokater AS is acting as legal advisor to the Manager.
For further information, please contact:
Interim CEO, Klaus Hatlebrekke, +47 975 16 757
CFO, Ola Loe, +47 911 79 411
Norway Royal Salmon in brief:
The Norway Royal Salmon (NRS) group owns 36,085 tonnes MAB for salmon farming
located in Troms and Finnmark, and 21,800 tonnes MAB for salmon farming and
5,300 MAB for trout farming on Iceland through the company Arctic Fish. In
addition, the group has minority interest in two associated Norwegian fish
farming companies which together own 9 fish farming licenses. NRS is an
attractively positioned fish farming group, which offers salmon to the market
through its own sales organisation. For further details, please visit
www.norwayroyalsalmon.com
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. The
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 “US 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 US Securities Act and in accordance with applicable U.S. state securities
laws. The Company does not intend to register any part of the offering or their
securities 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 US Securities Act.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that EEA Member State within the meaning of
the EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression “EU
Prospectus Regulation” means Regulation 2017/1129 as amended together with any
applicable implementing measures in any EEA 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. 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, the 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 the
Company’s control.
Actual events may differ significantly from any anticipated development due to a
number of factors, including without limitation, changes in investment levels
and need for the Company’s services, 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 forward
-looking statements. The Company does not provide any guarantees 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
document.
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 Manager nor any of its respective affiliates make any representation
as to the accuracy or completeness of this announcement and none of them accept
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 in the Company. Neither the Manager
nor any of its affiliates accept any liability arising from the use of this
announcement.
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 Member State.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject of the disclosure requirements of
section 5-12 of the Norwegian Securities Trading Act.
The stock exchange announcement was published by Bjørn Kleven, Group Accounting
Manager of Norway Royal Salmon ASA at the time set out above.
Kilde
