NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Bergen, Norway/Yokohama, Japan – 27 April 2023 - Proximar Seafood AS (“Proximar” or the “Company”) has engaged ABG Sundal Collier ASA and Arctic Securities AS as joint bookrunners (together, the “Managers”) to advise on and effect a contemplated private placement (the “Private Placement”) of new shares in the Company (the “Offer Shares”), raising gross proceeds of approximately NOK 50 – NOK 75 million (“Offer Size”). The price per Offer Share (“Offer Price”) and the final number of Offer Shares sold in the Private Placement, will be determined by the Company’s board of directors (the “Board”) on the basis of an accelerated book-building process conducted by the Managers.
…
Vis børsmeldingen
The net proceeds from the Private Placement will be used to reduce the share of debt in the financing offer signed and announced by the Company on 21 April 2023 to fully fund the construction and operations of the Oyama facility.
Certain investors, including largest shareholders Grieg Kapital AS and Daimyo Invest AS, have pre-committed to subscribe for and be allocated a total amount of NOK 50 million in the Private Placement.
In addition, the following primary insiders have indicated to apply for Offer Shares as follows:
-Kvasshovd AS, a company closely related to Katrine Trovik (chairperson of the board of directors) for Offer Shares equivalent to NOK 1,500,000
-Dharma Rajeswaran (COO) for Offer Shares equivalent to NOK 100,000
-Peder Sollie (Project Manager) for Offer Shares equivalent to NOK 200,000
-Peter Hermanrud (Board member) for Offer Shares equivalent to NOK 250,000
-Viggo Halseth (Board member), for Offer Shares equivalent to NOK 100,000
The bookbuilding period in the Private Placement will commence today, 27 April 2023, at 16:30 hours CEST and close on 28 April 2023 at 08:00 hours CEST. The Company and the Managers may, however, at any time resolve to extend or shorten the bookbuilding period on short or no notice. If the bookbuilding period is extended or shortened, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements. The minimum application and allocation amount in the Private Placement has 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 prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations (including Regulation (EU) 2017/1129) are available, including to employees and directors of the Company.
Allocation of Offer Shares will be determined by the Board, at its sole discretion, in consultation with the Managers, following the expiry of the bookbuilding period.
The Offer Shares will be allocated in two tranches as follows: one tranche with 4,032,770 Offer Shares (“Tranche 1”) and a second tranche with a number of Offer Shares which results in a total transaction (i.e. both tranches) equal to the final Offer Size (“Tranche 2”).
Tranche 1 is expected to be settled on a delivery versus payment basis on or about 3 May 2023 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the “Share Lending Agreement”) expected to be entered into between the Company, Daimyo Invest AS, Grieg Kapital AS and the Managers. New shares in Tranche 1 will be issued by the Company’s board of directors pursuant to the board authorisation (the “Board Authorisation”) granted by the annual general meeting of the Company held on 20 April 2023, and will be used to settle the share loan from Daimyo Invest AS and Grieg Kapital AS pursuant to the Share Lending Agreement.
Tranche 2 is expected to be settled on a delivery versus payment basis on or about 16 May 2023 by delivery of new shares in the Company, expected to be facilitated by a pre-funding agreement between the Company and the Managers (the “Pre-funding Agreement”). Issuance of new shares in Tranche 2 is subject to approval by the extraordinary general meeting (the “EGM”) expected to be held on or about 11 May 2023.
The Offer Shares allocated to applicants in Tranche 1 will be tradable upon allocation and Offer Shares allocated in Tranche 2 will be tradable after the announcement of the share capital increase pertaining to Tranche 2 has been registered with the Norwegian Register of Business Enterprises (the “NRBE”), which is expected on or about 16 May 2023.
Grieg Kapital AS and Daimyo Invest AS will receive their allocation in Tranche 2 (in respect of the New Shares to be issued in the Private Placement exceeding the maximum number the New Shares which may be issued under the Board Authorization).
Completion of Tranche 1 is subject to a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization. Completion of Tranche 2 is subject a resolution by the EGM to issue the Offer Shares in Tranche 2. Further to this, completion of the Private Placement is subject to the Board resolving to consummate the Private Placement and to allocate the Offer Shares.
Completion of Tranche 1 is not conditional upon completion of Tranche 2. The Settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.
The Company reserves the right to cancel and/or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation of the Offer Shares. The applicants also acknowledge that the Private Placement as a whole (including Tranche 1), or just Tranche 2, will be cancelled if the relevant conditions are not fulfilled. Neither the Company nor the Managers, or any of their directors, officers, employees, representatives or advisors, will be liable for any losses if the Private Placement as a whole (including Tranche 1), or just Tranche 2, is cancelled and/or modified, irrespective of the reason for such cancellation of modification.
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 Private Limited Companies Act, the Norwegian Securities Trading Act, the rules on equal treatment under Oslo Rule Book II for companies admitted to trading on Euronext Growth Oslo 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, particularly in light of the current market conditions. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly reduced completion risk compared to a rights issue.
The Company may, subject to completion of the Private Placement and certain other conditions, consider a subsequent repair offering of new shares (the “Subsequent Offering”) at the same subscription price as the Private Placement and otherwise in line with market practice. Shareholders who were allocated shares in the Private Placement will not be eligible to participate in the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
Advokatfirmaet Thommessen AS is acting as legal counsel to the Company in connection with the Private Placement.
For more information, please contact:
Pål K. Grimsrud, CFO, +47 99 47 75 99, pkg@proximar.com
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.
About Proximar Seafood:
Proximar Seafood is a Norwegian land-based salmon farming company with its first production facility and production at the foot of Mount Fuji in Japan. The company has inserted its fifth batch of eggs since October 2022. Through land-based fish farming, using high-quality ground water secured close to Mount Fuji, the company will produce fresh Atlantic Salmon, harvested the same day. Proximar’s location, near one of the world’s most important fish markets, implies significant advantages, both in terms of reduced cost and carbon footprint.
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. 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 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 their 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 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
