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Joint Bookrunners (together the “Managers”) to advise on and effect a
contemplated private placement (the “Private Placement”) of new ordinary shares
in the Company (the “Offer Shares”) raising gross proceeds of approximately NOK
350 million. The price per Offer Share in the Private Placement (“Offer Price”)
will be set by the Company’s board of directors (the “Board”) on the basis of an
accelerated book-building process to be conducted by the Managers.
Increased debt financing to support Phase 2 build out
In connection with the contemplated Private Placement the Company has received a
commitment letter from certain banks under its existing NOK 1,550 million green
loan facilities (as amended, the “Bank Facilities”) to, among other things, (i)
increase the commitments under the Bank Facilities with NOK 675 million to a
total of NOK 2,225 million for the purpose of partly financing of phase 1, as
well as partly financing the construction of phase 2 of the salmon farming
facility at Indre Harøy including potential additional tank capacity (“Phase
2”), (ii) extending the final maturity date to 29 March 2027, subject to a
further one year extension option (subject to lenders’ consent) and (iii) making
certain other amendments to the terms of the Bank Facilities. The commitment is
made subject to certain drawdown conditions, customary closing conditions
including final documentation and the Private Placement raising gross proceeds
of minimum NOK 300 million. Together with the Private Placement, the total
commitments under the Bank Facility is currently estimated to fully fund the
Phase 2 build-out at Indre Harøy, with a buffer.
Improved Phase 2
With the Bank Facilities in place, and subject to completion of the Private
Placement, the Company intends to move forward with the build-out of Phase 2 at
Indre Harøy. After two years in operation and 6 batches succesfully harvested in
phase 1, the Company has identified several optimisations in the production plan
to be implemented in Phase 2. These optimisations will result in an improved
Phase 2, estimated to add another 10,100t HOG capacity to the current phase 1
capacity of 7,900t HOG. As such, total output from phase 1 and Phase 2 is
estimated to increase to 18,000t HOG. The increase in planned output from Phase
2 is achieved through added tank capacity leveraging existing infrastructure.
The currently estimated capital expenditure for the improved Phase 2 at Indre
Harøy is NOK 2,200 million in addition to NOK 200 million in project
contingency, and includes the added tank capacity capex that is currently
estimated to approximately NOK 350 million. Further, the Company currently
estimates that the construction of Phase 2 will be initiated in Q3 2024, however
no final decisions or agreements are entered into for the construction of Phase
2 nor the potential added tank capacity.
Terms of the Private Placement
Certain existing shareholders as well as members of management have pre
-committed to apply for Offer Shares in the Private Placement for a total of
approximately NOK 81 million. The existing shareholders include board
-represented shareholders Ronja Capital AS, Bondø Invest AS (and close
associates), Dongwon Industries, Stette Invest AS and Jawendel AS, as well as
other larger shareholders Farvatn Private Equity AS and Kjølås Stansekniver AS.
Further, the following management primary insiders have indicated to apply for
Offer Shares as follows:
· Trond Håkon Schaug-Pettersen (CEO), through Troha Invest AS, for 100,000
shares
· Trond Vadset Veibust (CFO), through Trollkyrkja AS, for 35,000 shares
· Odd Frode Roaldsnes (CCO), through Anno Invest AS, for 25,000 shares
Based on a limited wallcrossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered at the start of the application period.
The net proceeds from the Private Placement are intended to be used (i) fund the
currently estimated equity portion of Phase 2, including potential additional
tank capacity, and (ii) for general corporate purposes.
The application period in the Private Placement will commence today, 18 June
2024 at 16:30 CEST and close on 19 June 2024 at 08:00 CEST. The Managers and the
Company may, however, at any time resolve to close or extend the application
period on short or without notice. If the application period is shortened or
extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and
international investors (a) outside the United States in reliance on Regulation
S under the U.S. Securities Act and (b) to investors in the United States who
are QIBs as defined in Rule 144A under the U.S. Securities Act, 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 per
investor. 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 are available. Further selling restrictions and transaction terms
will apply.
Allocation and final number of Offer Shares to be issued will be determined at
the end of the application period by the Board in its sole discretion based on
allocation criteria such as (but not limited to) existing ownership, pre
-commitments, price leadership, timeliness of order, relative order size,
perceived investor quality, sector knowledge and investment horizon. The Board
reserves the right at its sole discretion, to reject and/or reduce any orders,
in whole or in part. The Board and the Managers further reserve the right, at
their sole discretion, to take into account the creditworthiness of any
applicant. There is no guarantee that any potential investor will be allocated
shares.
Settlement and Dates
The Offer Shares is expected to be settled with new shares in the Company to be
issued under the existing Board authorisation to issue new shares (the “Board
Authorisation”) granted by the Company’s annual general meeting held on 5 June
2024, and delivery versus payment (“DVP”) settlement is expected to be
facilitated by a pre-funding agreement expected to be entered into between the
Company and the Managers (the “Pre-funding Agreement”).
The Offer Shares allocated to applicants in the Private Placement will be
tradable after the announcement by the Company of the share capital increase
pertaining to the Private Placement has been registered with the Norwegian
Register of Business Enterprises (the “NRBE”), which is expected on or about 20
June 2024 (T+1).
Settlement is expected to take place on or about 21 June 2024 (T+2) on a DVP
basis.
Conditions for Completion
Completion of the Private Placement by delivery of the Offer Shares to
applicants in the Private Placement (“Applicants”) is subject to: (i) the Board
resolving to proceed with the Private Placement and to allocate the Offer
Shares; and (ii) the Board resolving the issuance of new shares pertaining to
the Private Placement pursuant to the Board Authorisation and (iii) the
registration of the share capital increase in the NRBE.
Applicants’ acquisition of Offer Shares in the Private Placement are final and
binding and cannot be revoked, canceled or terminated by the respective
investors.
The Company reserves the right, at any time and for any reason, to cancel,
and/or modify the terms of, the Private Placement prior to notification of
allocation. Neither the Company nor the Managers will be liable for any losses
incurred by Applicants if the Private Placement is cancelled, irrespective of
the reason for such cancellation.
Potential Subsequent Offering
Subject to, among other things, completion of the Private Placement, publication
of a prospectus and prevailing market price of the Company’s shares being higher
than the Offer Price as determined by the Board, and potentially also approval
by an extraordinary general meeting of the Company (if required), the Board will
consider whether it is appropriate to carry out a subsequent offering (the
“Subsequent Offering”) at the Offer Price. Any such Subsequent Offering, if
applicable, and subject to applicable securities laws, shall be directed towards
existing eligible shareholders in the Company as of 18 June 2024 (as registered
with the VPS two trading days thereafter) who (i) were not allocated Offer
Shares in the Private Placement, and (ii) 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. The
Company reserves the right in its sole discretion to not conduct or to cancel
the Subsequent Offering.
An updated Company presentation will be available at the Company’s webpage:
www.salmonevolution.no.
Advisors
The Company has appointed Arctic Securities AS, DNB Markets, a part of DNB Bank
ASA, and Nordea Bank Abp, filial i Norge as Joint Global Coordinators and Joint
Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
For more information, please contact:
Trond Håkon Schaug-Pettersen, CEO: +47 911 91 327
Trond Vadset Veibust, CFO: +47 480 90 595
About Salmon Evolution
Salmon Evolution is the global leader within land-based salmon farming with a
clear roadmap for 100,000 tonnes HOG annual production capacity. Pioneering the
hybrid flow-through system (HFS), Salmon Evolution is Extending the Ocean
Potential by creating optimal growth conditions in a controlled environment on
land. This approach, capturing the benefits of both land-based and sea-based
farming, puts biology first and limits operational and biological risk.
Salmon Evolution is strategically located the heart of the global aquaculture
industry on the west coast of Norway, where the Company has its first facility
and global centre of excellence fully operational at industrial scale. Enabled
by the proof of concept in Norway, Salmon Evolution targets significant
international expansion.
Salmon Evolution ASA is listed on Oslo Børs under the ticker SALME.
To learn more, please visit www.salmonevolution.no
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. None of the Managers or any of their respective
affiliates or any of their respective directors, officers, employees, advisors
or agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility 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.
This announcement does not contain or constitute an offer to sell or a
solicitation of any offer to buy or subscribe for any securities referred to in
this announcement to any person in any jurisdiction, including the United
States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction
to whom or in which such offer or solicitation is unlawful.
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 “U.S.
Securities Act”), and may not be offered or sold in the United States absent
registration or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company do not intend to register any
securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
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 Qualified Investors and 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 to 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 affiliates are acting exclusively for the Company and no-one
else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any
transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their
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 Private Placement 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, such Managers and any of their affiliates acting as
investors for their own accounts. The Managers do 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”, “aims”, “expect”,
“anticipate”, “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, 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, each of 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.
This announcement is for information purposes only. It does not purport to be
complete, and it 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 their
respective affiliates accepts any liability arising from the use of this
announcement. The Company and the Managers, and their respective affiliates,
expressly disclaims any obligation or undertaking to update, review or revise
any statement contained in this announcement whether as a result of new
information, future developments or otherwise.
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.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation, and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
This stock exchange announcement was published by Hans Petter Mortveit, Finance
Manager in Salmon Evolution ASA on 18 June 2024 at 16:30 (Oslo time).
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