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Reference is made to the stock exchange announcement by Salmon Evolution Holding
AS (“Salmon Evolution” or the “Company”) published on 10 March 2021, regarding a
contemplated private placement of new ordinary shares in the Company (the
“Private Placement”).
The Company is pleased to announce that the Private Placement has been
successfully placed through the conditional allocation of 83,333,333 shares (the
“New Shares”), each at a subscription price of NOK 6.00 per share (the
“Subscription Price”), raising gross proceeds of approximately NOK 500 million.
The Private Placement attracted strong interest from Norwegian, Nordic and
international high-quality institutional investors and was significantly
oversubscribed. The following primary insiders and their close associates
(PDMR/PCA) were allocated shares in the Private Placement:
· Ronja Capital II AS, a person closely associated with Chairman Tore Tønseth,
was allocated 1,666,666 New Shares in the Private Placement and will following
completion of the Private Placement hold 26,687,687 shares in the Company.
· Dongwon Industries Co., Ltd., a person closely associated with board member
Yun Ki Yun, was allocated 4,416,666 New Shares in the Private Placement and will
following completion of the Private Placement hold 16,044,572 shares in the
Company.
· Rofisk AS, a person closely associated with board member Glen Bradley, was
allocated 1,166,666 New Shares in the Private Placement and will following
completion of the Private Placement hold 13,274,174 shares in the Company
· Kjølås Stansekniver AS, a person closely associated with board member Frode
Kjølås, was allocated 833,333 New Shares in the Private Placement and will
following completion of the Private Placement hold 10,539,339 shares in the
Company
· Møring AS, a person closely associated with board member Frode Kjølås, was
allocated 666,666 New Shares in the Private Placement and will following
completion of the Private Placement hold 2,666,666 shares in the Company
· Stette Invest AS, a person closely associated with board member Peder
Stette, was allocated 833,333 New Shares in the Private Placement and will
following completion of the Private Placement hold 11,236,005 shares in the
Company
· Bortebakken AS, a person closely associated with board member Kristofer
Reiten, was allocated 252,033 New Shares in the Private Placement and will
following completion of the Private Placement hold 980,033 shares in the Company
· Trond Håkon Schaug-Pettersen, CFO of the Company, was allocated 166,666 New
Shares in the Private Placement and will following completion of the Private
Placement hold 166,666 shares in the Company.
In connection with the Company’s shares being admitted to trading on Euronext
Growth (Oslo) on 18 September 2020, members of the Company’s board and
management as well as certain other large shareholders entered into a lock-up
undertaking for a period of 6 - 12 months from the Company’s first day of
trading on Euronext Growth, applicable to any shares held by them or acquired
during the lock-up period. Such lock-up will accordingly also apply to any New
Shares allocated to the relevant shareholders.
The net proceeds from the Private placement will be used to (i) fully fund part
of the Company’s currently estimated project costs for Phase 1 at Indre Harøy,
subject to finalisation and availability of debt facilities, (ii) fully fund the
Company’s currently estimated equity need of approx. NOK 200 million for the
announced contemplated joint venture in South Korea, subject to inter alia
finalisation of agreements, project plan and availability of debt financing, and
(iii) general corporate purposes.
Completion of the Private Placement is following the Board’s resolution to
consummate the Private Placement and conditionally allocate the New Share
subject to (i) the extraordinary general meeting in the Company expected to be
held on or about 18 March 2021 (the “EGM”) granting an authorisation to the
Board to issue the New Shares and the shares in the Subsequent Offering (as
defined below) as the case may be, resolving to convert the Company to a public
limited liability company (“ASA”) and resolving changes to the Board (jointly
the “EGM Resolutions”) as well as registration with the Norwegian Register of
Business Enterprises (“BRREG”) of the same, (ii) the Board resolving to issue
the New Shares pursuant to the registered authorisation granted by the EGM, and
(iii) registration of the share capital increase pertaining to the Private
Placement with the BRREG (jointly, the “Conditions”). There can be no assurance
that these Conditions will be satisfied. If the Conditions are not satisfied,
the offering may be revoked or suspended without any compensation to applicants.
Investors being allocated shares in the Private Placement and who hold
shares in the Company as of the date of the EGM have undertaken to vote in
favour of the Private Placement and any Subsequent Offering (as defined below)
at the EGM. A separate notice of the EGM is expected to be announced and
distributed on or about 11 March 2021.
Notices of conditional allocation of New Shares are expected to be distributed
to the investors on or about 11 March 2021. The Managers expect to issue
notifications with payment instructions for the Private Placement immediately
after the Board having resolved to issue the New Shares pursuant to the
registered authorisation expected to be granted by the EGM. Subject to
satisfaction of the Conditions and handling time for registration in BRREG,
settlement is expected to take place on or about 23 March 2021 on a delivery
versus payment basis, facilitated by a by a pre-funding agreement expected to be
entered into between the Company and the Managers.
Following completion of the Private Placement, the Company will have a share
capital of NOK 15,153,221 divided 303,064,421 shares, each with a nominal value
of NOK 0.05.
The Private Placement involves the setting aside of the shareholders’
preferential rights to subscribe for the New Shares. The Board of Directors is
of the opinion that the Private Placement is in compliance with the equal
treatment obligations under the Norwegian Securities Trading Act and applicable
stock exchange rules. 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,
in view of the current market conditions and the growth opportunities currently
available to the Company. A private placement enables the Company to raise
capital in an efficient manner, raise capital at a lower discount compared to a
rights issue and without the underwriting commissions normally seen with rights
offerings and the Private Placement is structured to ensure that a market based
subscription price is achieved.
The Company reserves the right, at any time and for any reason, to cancel the
Private Placement prior to completion. 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.
In connection with the Company’s contemplated conversion to an ASA, the Board
will propose to the EGM certain amendments to the current Board composition to
comply with the ASA requirements. As a result, Frode Håkon Kjølås is expected to
resign from the Board and each of Janne Grethe Strand Aasnæs and Ingvild Vartdal
are expected to be appointed as new Board members, all subject to completion of
the Private Placement and conversion of the Company to an ASA.
Subject to, inter alia, completion of the Private Placement, the EGM Resolution,
prevailing market price of the Company’s shares (i.e. the prevailing market
price of the Company’s shares being higher than the Subscription Price) and
approval of a prospectus by the Norwegian Financial Supervisory Authority (the
“Prospectus”), the Company will carry out a subsequent offering (the “Subsequent
Offering”) of up to 8,333,333 new shares in the Company. A Subsequent Offering
will (if resolved), on the basis of the Prospectus be directed towards eligible
shareholders who (i) are shareholders in the Company as of 10 March 2021, as
registered as shareholders in the Company’s register of shareholders with the
Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as
of 12 March 2021, (ii) are not allocated shares in the Private Placement, and
(iii) are not resident in a jurisdiction where such offering would be unlawful
or, for jurisdictions other than Norway, would require any prospectus, filing,
registration or similar action (the “Eligible Shareholders”). The Eligible
Shareholders are expected to be granted non-tradable subscription rights. The
subscription period in the Subsequent Offering is expected to commence shortly
after publication of a prospectus, expected during Q2 2021. The subscription
price in the Subsequent Offering will be the same as in the Private Placement.
The Company will issue a separate stock exchange notice with further details and
information for the participation in the Subsequent Offering if and when finally
resolved.
Listing on Oslo Børs
The board has resolved to initiate a process for applying for an up-listing of
the Company’s Shares to Oslo Børs (or alternatively Euronext Expand) and aims to
complete such up-listing during 2021, subject to prevailing market conditions
and the reasonable possibility of satisfying applicable listing criteria
(including necessary approvals by inter alia Oslo Børs and the Financial
Supervisory Authority of Norway).
Advisors:
The Company has appointed DNB Markets, a part of DNB Bank ASA, and Pareto
Securities AS to act as Joint Global Coordinators and Joint Bookrunners in the
Private Placement and Sparebank 1 Markets AS as Joint Bookrunner. Advokatfirmaet
BAHR AS is acting as legal advisor to the Company, while Wikborg Rein
Advokatfirma AS is acting as legal advisor to the Managers.
For more information, please contact:
Håkon André Berg, CEO (+47 411 92 257)
Trond Håkon Schaug-Pettersen, CFO (+47 911 91 327)
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 Holding AS on 11 March 2021 at 08:55 (CET).
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