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Arctic Securities AS and Pareto Securities AS as 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 500 million (“Offer Size”). 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 conducted by the Managers.
Certain existing shareholders, including amongst others Ronja Capital II AS,
Farvatn Private Equity AS and Kjølås Stansekniver AS, have pre-committed to
apply for Offer Shares for in total approx. NOK 80 million.
In addition, the following primary insiders have indicated to apply for Offer
Shares as follows:
· Odd Frode Roaldsnes (CCO), through Anno Invest AS, for 250,000 shares
· Anne Breiby (Board member) for NOK 500,000
· Trond Vadset Veibust (CFO), through Trollkyrkja AS, for NOK 250,000
Based on 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) to fund
the currently estimated equity portion of Phase 2 of the salmon farming facility
at Indre Harøy and (ii) for general corporate purposes. If the extraordinary
general meeting expected to be held on or about 11 May 2023 (the “EGM”) does not
approve the issuance of the new shares pertaining to Tranche 2 (as defined
below), the proceeds from the sale of Offer Shares in Tranche 2 will be for the
benefit of the share lender Ronja Capital II AS under the Share Loan (as defined
below), and not for the benefit of the Company, and the Company will not receive
any proceeds from Tranche 2 in such circumstance.
The application period in the Private Placement will commence today, 18 April
2023 at 16:30 CEST and close on 19 April 2023 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 of Offer Shares will be determined at the end of the application
period by the Board at 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 will be allocated in two tranches as follows: one tranche with
51,863,220 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 with new shares in the Company to be issued
under the existing Board authorization to issue shares (the “Board
Authorization”) granted by the Company’s annual general meeting held on 14 June
2022, and delivery versus payment (DVP) settlement is expected to be facilitated
by a pre-funding agreement between the Company and the Managers (the “Pre
-funding Agreement”).
Tranche 2 is expected to be settled with existing and unencumbered shares in the
Company, that are already listed on Oslo Børs, pursuant to a share lending
agreement (the “Share Loan”) between the Company, DNB Markets, a part of DNB
Bank ASA (on behalf of the Managers), and Ronja Capital II AS as share lender.
The Offer Shares allocated to applicants in both Tranche 1 and Tranche 2 will be
tradable after the announcement of the share capital increase pertaining to
Tranche 1 has been registered with the Norwegian Register of Business
Enterprises (the “NRBE”), which is expected on or about 20 April 2023 (T+1).
Applicants in the Private Placement (“Applicants”) will receive a pro-rata
portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall
allocation in the Private Placement.
Settlement is expected to take place on or about 21 April 2023 (T+2) on a
delivery versus payment basis.
The Share Loan will be settled with either: (i) new shares in the Company to be
issued following, and subject to, approval of Tranche 2 by the EGM; or (ii) cash
to Ronja Capital II AS under the Share Loan (equal to the Offer Shares allocated
in Tranche 2 multiplied with the Offer Price) if the EGM does not approve
Tranche 2. Tranche 2 may thus end up being a sale of existing shares by Ronja
Capital II AS if the EGM does not approve Tranche 2. Consequently, if the EGM
does not approve Tranche 2, the proceeds from the sale of Offer Shares in
Tranche 2 will be for the benefit of Ronja Capital II AS, and the Company will
not receive any proceeds from Tranche 2 in such scenario.
Conditions for Completion
Completion of Tranche 1 and Tranche 2 by delivery of the Offer Shares to
Applicants is subject to: (i) the Board resolving to proceed with the Private
Placement and to allocate the Offer Shares; (ii) the Board resolving the
issuance of new shares pertaining to Tranche 1 pursuant to the Board
Authorisation and the registration of the share capital increase pertaining to
Tranche 1 in the Norwegian Register of Business Enterprises (the “NRBE”); and
(iii) the Board resolving to call for the EGM to (among others) propose to
resolve the issuance of the new shares pertaining to Tranche 2.
The issue of new shares in Tranche 2 is conditional upon the EGM approving
Tranche 2 and the share capital increase pertaining to Tranche 2 being
registered with the NRBE.
Completion of Tranche 1 and Tranche 2 by delivery of Offer Shares to Applicants
is not conditional upon the EGM’s approval of Tranche 2. Applicants’ acquisition
of Offer Shares in Tranche 1 and Tranche 2 will remain final and binding and
cannot be revoked, canceled or terminated by the respective investors if, for
whatever reason, the EGM does not approve the issue of new shares in Tranche 2.
By applying for Offer Shares in the Private Placement, the Applicants allocated
Offer Shares in the Private Placement will undertake to vote in favour of the
approval of Tranche 2, and if applicable the Subsequent Offering (as defined
below), at the EGM. Such undertakings apply to all shares in the Company held or
controlled by such Applicants at the date of the EGM.
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, inter alia, completion of the Private Placement, approval by the
EGM, approval and publication of a prospectus and prevailing market price of the
Company’s shares being higher than the Offer Price as determined by the Board,
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 shareholders in the Company as of 18 April 2023 (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 DNB Markets, a part of DNB Bank ASA, and Nordea Bank
Abp. filial i Norge as Joint Global Coordinators and Joint Bookrunners, and
Arctic Securities AS and Pareto Securities AS as 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
About Salmon Evolution
Salmon Evolution is a Norwegian land-based salmon farming company targeting a
production capacity of 100,000 tonnes HOG by 2032. The Company’s core focus is
on extending the ocean’s potential by transferring the best preconditions
offered by the sea to farm fish on land through its chosen hybrid flow-through
system technology (HFS). This secures a truly sustainable production process
with controlled and optimal growth conditions and limiting operational and
biological risk.
The Company’s first production facility is strategically located at Indre Harøy
on the Norwegian west coast with unlimited access to fresh seawater, renewable
energy, established infrastructure, and an educated and experienced work force.
Phase 1 is already in operation and will have an annual capacity of 7,900 tonnes
HOG at steady state. Fully developed, the Indre Harøy facility will have an
annual capacity of 31,500 tonnes HOG.
The Company has also entered into a joint venture with Dongwon Industries where
the parties will develop, construct and operate a land-based salmon farming
facility in South Korea with an annual production capacity of 16,800 tonnes HOG,
using Salmon Evolution’s chosen HFS technology.
Furthermore, Salmon Evolution has initiated a process with the aim of
establishing a land-based salmon farming operation in North America.
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 April 2023 at 16:30 (Oslo time).
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