NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA, HONG KONG OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the contemplated merger between Statt Torsk ASA (the âCompanyâ or âStatt Torskâ) (as the transferring company) and VesterĂ„len Havbruk Statt AS, a wholly owned subsidiary of VesterĂ„len Havbruk AS (as the acquiring company), with consideration to the shareholders of the Company in the form of shares in VesterĂ„len Havbruk AS (the âMergerâ), whereby the Merger will result in a delisting of the Companyâs shares from Euronext Growth Oslo. Further reference is made to the stock exchange notice published by the Company on 3 November 2023 regarding a potential equity raise in VesterĂ„len Havbruk AS.
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Vis bĂžrsmeldingen
VesterĂ„len Havbruk AS hereby announces a contemplated private placement of new shares in VesterĂ„len Havbruk AS (the âOffer Sharesâ) to raise gross proceeds of between NOK 50 million and NOK 100 million (the âPrivate Placementâ). VesterĂ„len Havbruk AS has engaged Pareto Securities AS and SpareBank 1 Markets AS as joint lead managers and joint bookrunners (collectively referred to as the âManagersâ) to advise on and effect the contemplated Private Placement.
The offer price is fixed at NOK 25.00 per Offer Share (the âOffer Priceâ). The total number of Offer Shares to be issued in the Private Placement will be determined by the board of directors of VesterĂ„len Havbruk AS (the âVesterĂ„len Boardâ) in consultation with the Managers.
The net proceeds from the Private Placement will be used to finance the juveniles and on growth for both production regions (Region North and Region South) in 2024, complete the restructuring of Statt Torsk, strengthen the working capital of VesterĂ„len Havbruk AS and its subsidiaries (âVesterĂ„len Groupâ) due to increased production of finished goods, as well as for general corporate purposes.
Certain existing shareholders of VesterÄlen Havbruk AS and the Company have pre-committed to subscribe for Offer Shares at the Offer Price in the Private Placement for a total amount of approximately NOK 50 million which will be partially settled by conversion of outstanding amounts under loan notes issued by VesterÄlen Havbruk AS in H2 2023 and partially in cash.
The Private Placement will be directed towards existing shareholders in VesterÄlen Havbruk AS and the Company, selected Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus, filing and other registration requirements.
The application period for the Private Placement will commence today, on 22 November 2023 at 09:00 hours (CET) and end on 24 November 2023 at 16:30 hours (CET) (the âApplication Periodâ). VesterĂ„len Havbruk AS may, however, at any time resolve to shorten or extend the Application Period at its sole discretion and for any reason. The completion of the Private Placement by the delivery of the Offer Shares is subject to (i) the VesterĂ„len Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting expected to be held on or about 29 November 2023 (the âEGMâ) in VesterĂ„len Havbruk AS resolving to approve the Private Placement and issue the Offer Shares, (iii) the allocated Offer Shares being validly subscribed for at or following the EGM, (iv) payment being received for the allocated Offer Shares, (v) the share capital increase pertaining to the issuance of the Offer Shares being registered with the Norwegian Register of Business Enterprises and the Offer Shares being registered in the Companyâs register of shareholders or, if the shares in the Company at that time has become registered with such securities depository, the Offer Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the âVPSâ). Items (i) to and including (v) in the foregoing are referred to as the âConditionsâ. The Private Placement is not subject to the Merger. The Private Placement may be cancelled if the Conditions are not fulfilled and may be cancelled by VesterĂ„len Havbruk AS in its sole discretion for any other reason. Neither the Managers nor VesterĂ„len Havbruk AS will be liable for any losses if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Subject to completion of the Private Placement, VesterÄlen Havbruk AS and certain large, existing shareholders (including members of the VesterÄlen Board and the CEO and CFO of VesterÄlen Havbruk AS) have agreed to a customary lock-up period of six months.
The allocation of Offer Shares will be determined following the application period, and the final allocation will be made at the sole discretion of the VesterÄlen Board (in consultation with the Managers). The VesterÄlen Board will focus on criteria such as (but not limited to) pre-commitments, existing ownership in VesterÄlen Havbruk AS and the Company, timeliness of the application, relative order size, sector knowledge, perceived investor quality and investment horizon.
Notification of conditional allocation and payment instruction is expected to be sent by the Managers on or about 27 November 2023, subject to any shortening or extensions of the Application Period.
The payment date in the Private Placement is expected to be on or about 30 November 2023. The Offer Shares are expected to be delivered to the applicants on or about 18 December 2023 (the âDelivery Dateâ). On the Delivery Date, the applicant will either be entered into the Companyâs shareholders register with the allocated shares or, if the shares in VesterĂ„len Havbruk AS at that time has become registered with such securities depository, the Offer Shares will be issued and registered in VPS as soon as practicable after the EGM (as defined below) and the Offer Shares will be delivered to the applicants VPS account. Delivery of the Offer Shares is subject to full payment for the Offer Shares being received and the Conditions being met.
The VesterÄlen Board has considered the structure of the contemplated offering of new shares in light of the equal treatment obligations under the Norwegian Private Limited Companies Act and is of the opinion that the proposed Private Placement is in compliance with these requirements.
Advokatfirmaet Thommessen AS is acting as legal counsel to VesterÄlen Havbruk AS and Advokatfirmaet Wiersholm AS is acting as legal counsel to the Managers in connection with the Private Placement.
For further information, please contact:
Brynjar KvĂŠrnstuen, CEO
Email: [email protected]
Martin KvĂŠrnstuen, CFO
Email: [email protected]
About VesterĂ„len Havbruk AS: VesterĂ„len Havbruk AS is a white fish group primarily located in Ăksnes and BĂž municipality. The companyâs subsidiaries are involved in harvesting of farmed cod, processing facility for wild and farmed cod/salmon, and are also running a traditional fish reception. In Q4 2023 the company will have the first operational stun and bleed vessel delivered, specialized for farmed cod. The company has already conducted one production cycle on farmed cod in the Northern areas. VesterĂ„len Havbruk AS employs 200 people and are privately held. For more information, please visit: www.vesteralenhavbruk.com/en/rapporter.
IMPORTANT NOTICE:
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 VesterÄlen Havbruk AS. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
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 âU.S. Securities Actâ), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. VesterĂ„len Havbruk AS 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 âqualified institutional buyersâ as defined in Rule 144A under the U.S. Securities Act.
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 âEU Prospectus Regulationâ means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as amended (together with any applicable implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the âOrderâ) or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as âRelevant Personsâ). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement 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.
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 âbelieveâ, âexpectâ, âanticipateâ, âstrategyâ, âintendsâ, âestimateâ, âwillâ, âmayâ, âcontinueâ, âshouldâ 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 VesterĂ„len Havbruk AS believe 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. VesterĂ„len Havbruk AS does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. VesterÄlen Havbruk AS does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of its affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
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 VesterÄlen Havbruk AS. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement.
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.
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