DO NOT RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR IN ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION IS ILLEGAL. THIS ADVERTISEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Kverva, October 15, 2020. Reference is made to announcements by SalMar ASA (“SalMar”) regarding a proposed private placement (the “Private Placement”) in Icelandic Salmon AS (“Icelandic Salmon” or the “Company”, previously referred to as Arnarlax AS) and quotation on Merkur Market.
The private placement was successfully completed with a total transaction size of approximately NOK 647 million through the allocation of 5,629,344 shares at a price of NOK 115 per share. The private placement enabled the company to generate gross proceeds of approximately NOK 500 million through the sale of 4,347,826 new shares (the “primary offering”) and approximately NOK 147 million to Pactum AS and Gyda EHF (owned by Kjartan Olafsson (Chairman of the Board of Directors)) through the sale of a total of 1,281,518 existing shares (1,000,000 shares sold by Pactum AS and 281,518 shares sold by Gyda EHF) (the “ Secondary Offer ”).
The private placement attracted great interest from high quality institutional investors and was significantly oversubscribed. Three key investors were allocated shares worth approximately NOK 296 million: (i) Gildi-lfeyrissjur (Gildi Pension Fund), approximately NOK 196 million; (ii) Stefnir Asset Management Company, approximately NOK 78 million; and (iii) Edvin Austb through Alden AS, approximately NOK 22 million.
The company intends to use the net proceeds of the main offering to finance the growth and develop the value chain of Icelandic Salmon within the existing license portfolio, including the investment in capacity expansion. of smolt, modernization of the processing plant (Bldudalur), agricultural equipment, brand initiatives and biomass-up construction.
The Private Placement and the issue of the new shares were decided by the Board of Directors of the Company (the “Board”) on October 14, 2020 on the basis of the authorization granted to the Board by the extraordinary general meeting of the Company from October 8, 2020. Following the private placement, the company will have 30,961,868 shares outstanding. Pactum AS will hold 825,862 shares after the Private Placement, i.e. 2.7% of the Company’s outstanding shares after the issuance of shares, and Gyda EHF will hold 1,000,000 shares after the Private Placement, i.e. 3.2% of the outstanding shares of the Company after the Sharing Problem.
The following customary blocking agreements have been entered into with DNB Markets, subject to certain exemptions, with the following blocking periods: (i) the Company (12 months); (ii) SalMar, Pactum AS and Gyda EHF (Kjartan Olafsson) (every 6 months); and (iii) the CEO of the Company (12 months).
The allocation to investors will be communicated on or around October 15, 2020. The Private Placement will be settled by the Managers (as defined below) on a delivery versus payment basis on or around October 19, 2020. Settlement delivery against Payment in the Private Placement is facilitated by an equity loan agreement between the Company, DNB Markets, part of DNB Bank ASA and SalMar.
Icelandic Salmon has applied for and will list, subject to the necessary approvals from the Oslo Stock Exchange, the Company’s shares on the Merkur Market. The first day of trading in the Merkur market is expected to take place on or around October 27, 2020.
DNB Markets, which is part of DNB Bank ASA, acts as sole global coordinator and associate bookrunner and Arctic Securities AS and Arion Banki hf. act as associate bookkeepers in the context of the private placement (jointly, the “managers”). Advokatfirmaet Thommessen AS acts as legal advisor to Icelandic Salmon and Wikborg Rein Advokatfirma AS acts as legal advisor to managers.
For more information please contact:
Trine Sther Romuld
CFO & COO
Phone: +47 991 63 632
Email: [email protected]
This information is subject to disclosure obligations in accordance with section 5-12 of the Norwegian Securities Law.
This announcement is not and does not form part of an offer to sell, or the solicitation of an offer to buy, the securities of the Company or SalMar. No copy of this announcement is made and may be distributed or sent to any jurisdiction in which such distribution would be illegal or require registration or other action.
The securities mentioned in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and therefore may not be offered or sold in the United States in lack of registration or exemption from the registration requirements of the Securities Act and in accordance with applicable US securities laws. Neither the Company nor SalMar 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 referred to in this announcement will be made only to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act.
In any Member State of the EEA, this communication is addressed only and is intended only for investors qualified in that Member State within the meaning of the Prospectus Regulation, that is to say only to investors who may receive the offer without an approved prospectus. in that EEA member state. . The term “prospectus regulation” means Regulation (EU) 2017/1129 as amended (as well as any implementing measure applicable in any Member State.
This communication is only distributed and directed only to persons in the United Kingdom who are (i) investment professionals falling under Section 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 legally be communicated, falling under article 49 (2) (a) to (d) of the Order (all of these people being referred to together as “data subjects”). This communication should not be used or relied on by people who are not data subjects. Any investment or investment activity to which this communication relates is only available to relevant persons and will only be undertaken with relevant persons. Those who disseminate this communication must ensure that it is lawful to do so.
The matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical fact and can be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intend”, “estimate” , “Will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements contained in this press release are based on various assumptions, many of which in turn are based on other assumptions. Although the Company believes these assumptions were reasonable when made, these assumptions are inherently subject to known and unknown risks, uncertainties, contingencies and other significant factors that are difficult or impossible to predict and are beyond their control. Actual events may differ materially from any anticipated development due to a number of factors including, without limitation, changes in levels of public sector investment, changes in general economic, political conditions and the market in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulations and the potential impact of lawsuits and legal actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this press release by such forward-looking statements. The Company does not warrant that the assumptions underlying any forward-looking statements in this announcement are free from errors and accepts no responsibility for the future accuracy of any opinions expressed in this announcement or for any obligation to update or update. revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on any forward-looking statements contained in this announcement.
The forward-looking information, opinions and statements contained in this announcement speak only as of the date and are subject to change without notice. The Company assumes no obligation to review, update, confirm or publicly publish any revision of any forward-looking statement to reflect events that occur or circumstances that arise in connection with the content of such announcement.
Neither the managers nor any of their affiliates make any representation as to the accuracy or completeness of this advertisement and none of them accepts any responsibility for the content of this advertisement or for any matter mentioned herein.
This announcement is for informational purposes only and should not be relied upon as a substitute for the exercise of independent judgment. It is not intended to be investment advice and should in no way be used or considered as an offer to sell, or a solicitation of an offer to buy securities or a recommendation to buy or sell securities of the Company or SalMar. Neither the managers nor any of its affiliates accept any liability arising from the use of this advertisement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons in possession of this advertisement or such other information are required to inform themselves and to observe these restrictions.
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