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.
Commencement of subscription period for subsequent offering.
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Bergen, Norway/Yokohama, Japan – 30 January 2024. Reference is made to the stock exchange announcement by Proximar Seafood AS (“Proximar” or the “Company”) on on 25 January 2024 regarding the board of directors’ resolution to carry out a subsequent share offering of up to 12,500,000 new shares (the “Subsequent Offering”).
The Subsequent Offering consists of an offer by the Company to issue up to 12,500,000 new shares (the “Offer Shares”), each with a nominal value of NOK 0.10, at a Subscription Price of NOK 2.00 per Offer Share (the “Subscription Price”), being equal to the subscription price in the Private Placement. Subject to all Offer Shares being issued, the Subsequent Offering will result in NOK 25,000,000 in gross proceeds to the Company.
The subscription period for the Subsequent Offering will commence today, 30 January 2024, at 09:00 hours (CET) and expire on 6 February 2024 at 16:30 hours (CET) (the “Subscription Period”).
The shareholders of the Company as of 14 December 2023 (being registered as such in Euronext VPS, the Norwegian Central Securities Depository (the “VPS”) on 18 December 2023 pursuant to the VPS’ standard two days’ settlement procedure (the “Record Date”)), who (i) were not included in the wall-crossing phase of the Private Placement, (ii) do not have a pro-rata share of the Private Placement which is equal to or higher than the minimum order and allocation in the Private Placement (0.82% of the shares outstanding in the Company), (iii) were not allocated Offer Shares in the Private Placement, and (iv) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action (“Eligible Shareholders”), will be granted non-transferable subscription rights (the “Subscription Rights”) that, subject to applicable law, give a right to subscribe for and be allocated Offer Shares in the Subsequent Offering at the Subscription Price. The Subscription Rights will be registered on each Eligible Shareholder’s VPS account. The board of directors may, at its sole discretion, resolve exemptions from the eligibility criteria.
Each Eligible Shareholder will be granted 0.61065 Subscription Right for every existing share in the Company registered as held by such Eligible Shareholder as of the Record Date, rounded down to the nearest whole Subscription Right. Each Subscription Right will, subject to applicable law, give the right to subscribe for and be allocated one (1) Offer Share in the Subsequent Offering. Over-subscription will be permitted. Subscription without Subscription Rights will not be permitted.
Further information about the Subsequent Offering and the subscription procedures is included in the prospectus prepared for offering of Offer Shares to Eligible Shareholders in the Subsequent Offering. The Prospectus has been registered with the Norwegian Register of Business Enterprises and is available at www.abgsc.com and www.paretosec.com/transactions. The Prospectus is a national prospectus (Nw. nasjonalt prospekt) and neither the Financial Supervisory Authority of Norway (Nw. Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus. The Prospectus does not constitute an EEA-prospectus, as defined in section 7-1 of the Norwegian Securities Trading Act.
The Subscription Rights must be used to subscribe for Offer Shares prior to expiry of the Subscription Period on 6 February at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
Allocation of the Offer Shares in the Subsequent Offering is expected to take place on or about 7 February 2024.
The payment date for the Offer Shares is on or about 9 February 2024. Subject to timely payment of the Offer Shares subscribed for and allocated in the Subsequent Offering, and subject to registration of the capital increase pertaining to the New Shares with the Norwegian Register of Business Enterprises (“the NRBE”), the delivery of the Offer Shares pertaining to the Subsequent Offering is expected to be completed on or about 16 February 2024.
The Offer Shares are expected to commence trading on Euronext Growth Oslo on or about 15 February 2024, but not before the Company has published a stock exchange announcement that the share capital increase pertaining to the Offer Shares has been registered with the NRBE. Investors wanting to trade in their allocated shares through an internet account prior to delivery of the Offer Shares may be prevented from such trading until the Offer Shares have been registered on the investors’ VPS account. Investors wanting to trade in their allocated shares through an internet account prior to delivery shall contact their own account operator.
ABG Sundal Collier ASA and Pareto Securities AS are acting as managers (“Managers”) in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in relation to the Subsequent Offering.
For more information, please contact:
Ole Christian Willumsen, CFO, Proximar Seafood AS Phone: +47 48213429 E-mail: ocw@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 INFORMATION
The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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 its affiliates accepts any liability arising from the use of this announcement.
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. Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, Hong Kong, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 and “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 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 (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (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.
This announcement is made by, and is the responsibility of, the Company. The Managers and their respective affiliates are acting exclusively for the Company and no-one else in connection with the Subsequent Offering. The Managers will not regard any other person as its respective clients in relation to the Subsequent Offering and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Subsequent Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Subsequent Offering, the Managers and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Subsequent Offering or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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”, “aim”, “expect”, “anticipate”, “intend”, “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, 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
Kilde
