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(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”) to raise gross proceeds of approximately NOK 400 million. The
price per Offer Share in the Private Placement (“Offer Price”) is NOK 4.50.
In addition, the Company intends to conduct a separate retail offering of new
shares in the Company (the “Retail Offer Shares”) at the Offer Price and
directed towards certain retail investors, to raise gross proceeds of up to
the NOK equivalent of EUR 1 million, subject to applicable exemptions from
prospectus requirements, to be facilitated through Nordnet Bank AB (“Nordnet”)
and made through their facilities (the “Retail Offering”). The Retail Offering
is in addition to, and not part of, the Private Placement. No allocation
volume will be shifted between the two offerings.
Debt Refinancing
In connection with, and subject to completion of the Private Placement and
final documentation, the existing bank syndicate (including DNB Bank ASA and
Nordea Bank Abp, filial i Norge) of the Group’s loan facilities has credit
approved a refinancing of the loan facilities linked to Indre Harøy as part of
an overall capital structure assessment (the “Debt Refinancing”). The Debt
Refinancing proposal involves (i) an increase in the Group’s total long-term
debt facilities by NOK 250 million, (ii) a three-year loan facility agreement,
with a one-year extension option subject to lenders’ consent; and (iii) a
repayment profile of approximately 15 years, commencing from Q1 2028.
Parts of the proceeds raised in the Private Placement and the Retail Offering,
will be used to repay debt.
Use of Proceeds
The net proceeds from the Private Placement will, together with the Debt
Refinancing, be used to repay a short-term debt facility (provided by DNB Bank
ASA and Nordea Bank Abp, filial i Norge), provide additional buffers to
facilitate completion of the Indre Harøy phase 2 expansion project, and for
general corporate purposes.
Pre-subscriptions
Certain new and existing shareholders have indicated that they will subscribe
for Offer Shares at the Offer Price totalling more than NOK 200 million:
- Existing shareholders, including Ronja Capital Investment AS and Farvatn
Private Equity AS, above NOK 100 million
- Kontrazi AS (closely connected to Kontrari AS), to become a new shareholder
of the Company, for NOK 100 million
Together, the “Pre-subscribing Investors”.
Retail Offering
The Retail Offering comprises a retail offer of up to the NOK equivalent of
EUR 1 million to the public in Norway subject to exemptions being available
from prospectus requirements and any other filing or registration requirements
in the applicable jurisdictions and subject to other selling restrictions. In
the Retail Offering, the maximum, total allocation amount is the NOK
equivalent of EUR 1 million. The Retail Offering is incidental to the Private
Placement and will not be carried out if the Private Placement does not occur.
The Private Placement is not conditional on the Retail Offering.
Applications in the Retail Offering can be made through the website of Nordnet
from commencement of the Retail Application Period and must be made before the
end of the Retail Application Period (as defined below).
Each applicant in the Retail Offering accepts the following by placing an
application through Nordnet’s platform: an investment in the Retail Offer
Shares is made solely at the applicant’s own risk and is based on the
applicant’s own assessment of the Company and the Retail Offer Shares. An
investment in the Retail Offer Shares is only suitable for investors who can
afford to lose the investment amount. No prospectus or other document
providing a similar level of disclosure has been prepared in connection with
the Retail Offering.
Application Period and Allocation
The application period in the Private Placement will commence today, 28 April
2026 at 16:30 CEST and close on 29 April 2026 at 08:00 CEST (the “Private
Placement Application Period”). The application period for the Retail Offering
will commence today, 28 April 2026 at 16:30 CEST and close on 29 April 2026 at
21:00 CEST (the “Retail Application Period”).
The Managers and the Company may, however, at any time resolve to close or
extend the Private Placement Application Period and/or Retail Application
Period on short or without notice, or to cancel the Private Placement and/or
the Retail Offering in their entirety. If the Private Placement Application
Period and/or Retail Application Period is shortened or extended, any other
dates referred to herein may be amended accordingly.
In the Private Placement, any application received by a Manager (whether in
writing or by taped phone) becomes binding at the end of the Private Placement
Application Period and may not be withdrawn or amended after such time.
Allocation and final number of Offer Shares to be issued in the Private
Placement will be determined at the end of the Private Placement Application
Period by the Board in its sole discretion, in consultation with the Managers,
based on allocation criteria such as (but not limited to) pre-subscriptions,
perceived investor quality, existing ownership in the Company, timeliness of
the application, early indication, relative order size, sector knowledge,
investment history 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 Applicants (as defined herein).
There is no guarantee that any potential investor will be allocated Offer
Shares other than the Pre-subscribing Investors.
Allocation of Retail Offer Shares in the Retail Offering will be determined by
the Board, at its sole discretion following the expiry of the Retail
Application Period. The Retail Offering is limited to a maximum total amount
of the NOK equivalent of EUR 1 million. Allocations will be reduced at the
Board’s discretion should demand exceed this limit.
Notification of allocation and settlement instructions for the Private
Placement is expected to be sent by the Managers on or about 29 April 2026
before 09:00 (CEST), subject to any shortening or extensions of the Private
Placement Application Period.
Settlement and Dates
The Offer Shares and the Retail Offer Shares are expected to be settled with
new shares in the Company to be issued under the existing Board authorisation
to issue new shares granted by the Company’s annual general meeting held on 5
June 2025 (the "Board Authorisation), and delivery versus payment (“DVP”)
settlement of the Offer Shares is expected to be facilitated through a
pre-funding agreement expected to be entered into between the Company and the
Managers (the “Pre-funding Agreement”).
See the Nordnet website for more information regarding the Retail Offering,
including payment for and delivery of Retail Offer Shares:
http://www.nordnet.no/aksjer/ipo-emisjon. Information regarding the Retail
Offering will be available around 16:45 CEST on 28 April 2026.
The Offer Shares and Retail Offer Shares allocated to applicants in the
Private Placement and Retail Offering, respectively, will be tradable after
the announcement by the Company that the share capital increases pertaining to
the Private Placement and Retail Offering have been registered with the
Norwegian Register of Business Enterprises (the “NRBE”) and registered in the
VPS, which is expected on or about 30 April 2026 (T+1).
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) all
necessary corporate resolutions required to implement the Private Placement
being validly made by the Company, including without limitation, the Board
resolving to allocate and issue the Offer Shares pursuant to the Board
Authorisation, (ii) the Pre-funding Agreement being in full force and effect,
and (iii) the share capital increase pertaining to the issuance of the Offer
Shares being registered with the NRBE and the Offer Shares being registered in
the VPS.
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. If the Conditions are not satisfied, the Private Placement may be
revoked or suspended without any compensation to Applicants. 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.
The Private Placement is not conditional on completion of the Retail Offering.
The Retail Offering is conditional on the completion of the Private Placement.
Selling Restrictions
The Private Placement will be offered to Norwegian and international investors
subject to applicable exemptions from relevant prospectus requirements in
accordance with Regulation (EU) 2017/1129 and is directed towards a limited
number of selected investors subject to available exemptions from relevant
registration requirements: (i) outside the United States in reliance on
Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and
(ii) in the United States to persons reasonably believed to be “qualified
institutional buyers” (QIBs) as defined in Rule 144A under the US Securities
Act, pursuant to an exemption from the registration requirements under the US
Securities Act as well as to major U. S. institutional investors under SEC
Rule 15a-6 to the United States Exchange Act of 1934.
In the United Kingdom, the Private Placement shall be directed only at persons
who are “qualified investors” as defined in paragraph 15 of Schedule 1 to the
Public Offers and Admission to Trading Regulations 2024, and who are (i)
persons having professional experience in matters relating to investments who
fall within the definition of “investment professionals” in 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 falling within
Article 49 (2)(a) to (d) of the Order; or (iii) are other persons to whom it
otherwise lawfully may be communicated.
The Offer Shares and Retail Offer Shares are not to be offered in any other
jurisdiction where such an offering would be prohibited by applicable law.
The minimum application and allocation amount in the Private Placement 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.
Equal Treatment and Potential Subsequent Offering
The Private Placement and the Retail Offering represent a deviation from the
Company’s shareholders’ pre-emptive right to subscribe for the Offer Shares
and the Retail Offer Shares. The Board has considered the structure of the
contemplated Private Placement and Retail Offering in light of the rules on
equal treatment under the Norwegian Public Limited Liability Companies Act and
the Norwegian Securities Trading Act and is of the opinion that the proposed
Private Placement and Retail Offering are in compliance with these
requirements.
The Board is of the view that it is in the common interest of the Company and
its shareholders to raise equity through a private placement. A private
placement enables the Company to secure the Debt Refinancing more efficiently.
Further, a private placement will reduce execution and completion risk and
allows for the Company to raise capital more quickly, as well as to utilize
current market conditions and raise capital at a lower discount compared to a
rights issue and without the underwriting commissions normally seen with
rights offerings. The Board will also consider a subsequent offering directed
towards shareholders of the Company who are not allocated shares in the
Private Placement.
Subject to, among other things, completion of the Private Placement,
publication of a prospectus, prevailing market price of the Company’s shares
being higher than the Offer Price as determined by the Board, and approval by
a general meeting of the Company (if required), the Board will consider
whether it is appropriate to carry out a subsequent offering of new shares
(the “Subsequent Offering”) at the Offer Price. Any such Subsequent Offering
shall, subject to applicable securities laws, be directed towards existing
eligible shareholders in the Company as of 28 April 2026 (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 is available on the Company’s website. The
Company will issue a separate stock exchange notice with further details on
the Subsequent Offering if and when finally resolved.
Advisors
The Company has appointed Arctic Securities AS, DNB Carnegie, a part of DNB
Bank ASA, and Nordea Bank Abp, filial i Norge as Joint Global Coordinators and
Joint Bookrunners in relation to the Private Placement. 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
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 of the Norwegian Securities Trading Act.
This stock exchange announcement was published by Hans Petter Mortveit, Head
of Finance & Treasury in Salmon Evolution ASA on 28 April 2026 at
16:31 (CEST).
About Salmon Evolution
Salmon Evolution is the global leader within land-based salmon farming.
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 at 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 proof of concept at Indre Harøy, Salmon Evolution targets
significant expansion.
Salmon Evolution 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 does 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 are not acting as Joint Global Coordinators and Joint Bookrunners in
the Retail Offering. 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 disclaim 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.
Kilde
