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Salmon Evolution ASA: Private placement successfully placed

Stock exchange notice

18 June 2024: Reference is made to the stock exchange announcement by Salmon Evolution ASA (“Salmon Evolution” or the “Company”) on 18 June 2024 regarding a contemplated private placement (the “Private Placement”) of new shares.

The book-building process for the Private Placement has been successfully completed, raising gross proceeds of approximately NOK 365 million, through the allocation of 48,666,666 new shares in the Company (the “Offer Shares”), each at a subscription price of NOK 7.50 per Offer Share (the “Offer Price”).

The following primary insiders (PDMRs) of the Company and their closely associated companies were allocated Offer Shares at the Offer Price as follows:

  • Ronja Capital AS, a company closely related to Tore A. Tønseth (Chairperson of the Board), was allocated 2,266,666 Offer Shares;
  • Bondø Invest AS, a company closely related to Vibecke Bondø (Board member), was allocated 2,666,666 Offer Shares;
  • Dongwon Industries, a company closely related to Eunhong Min (Board member), was allocated 1,888,266 Offer Shares;
  • Stette Invest AS, a company closely related to Peder Stette (Board member), was allocated 666,666 Offer Shares;
  • Jawendel AS, a company closely related to Jan-Emil Johannessen (Board member), was allocated 133,333 Offer Shares;
  • Troha Invest AS, a company closely related to Trond Håkon Schaug-Pettersen (CEO), was allocated 100,000 Offer Shares;
  • Trollkyrkja AS, a company closely related to Trond Vadset Veibust (CFO), was allocated 35,000 Offer Shares; and
  • Anno Invest AS, a company closely related to Odd Frode Roaldsnes (CCO), was allocated 25,000 Offer Shares.

Settlement and Dates

The board of directors (the “Board”) has resolved to issue 48,666,666 new shares pertaining to the Offer Shares at the Offer Price allocated in the Private Placement, pursuant to the Board authorisation to issue new shares (the “Board Authorisation“) granted by the Company’s annual general meeting held on 5 June 2024 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”).

The Offer Shares allocated to applicants in the Private Placement will be tradable after the announcement by the Company of the share capital increase pertaining to the Private Placement has been registered with the Norwegian Register of Business Enterprises (the “NRBE”), which is expected on or about 20 June 2024 (T+1).

Notices of allocation of Offer Shares are expected to be distributed to the applicants being allocated Offer Shares in the Private Placement (“Applicants”) on 19 June 2024 (T). Settlement of Offer Shares in the Private Placement is expected to take place on or about 21 June 2024 (T+2) on a DVP basis.

Completion of the Private Placement by delivery of the Offer Shares to Applicants is subject to the registration of the share capital increase in the NRBE.

1,888,266 of the Offer Shares are expected to be issued according to an extended timeline and are therefore not part of the Pre-funding Agreement and DVP arrangement described above.   

Following registration of the share capital increase pertaining to the Offer Shares in the Private Placement excluding the above mentioned Offer Shares subject to the extended timeline, the issued share capital of the Company is expected to be NOK 23,035,752 comprising 460,715,040 shares, each with a nominal value of NOK 0.05. When including the share capital increase pertaining to the Offer Shares subject to the extended timeline, the share capital is expected to be NOK 23,130,165.30 comprising 462,603,306 shares, each with a nominal value of NOK 0.05.

Equal Treatment

The Private Placement involves that the shareholders’ preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the issuer rules of Oslo Børs and the provision on preferential rights of the existing shareholders in section 10-4 of the Norwegian Public Limited Liability Companies Act and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. 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 currently estimated equity portion of the second phase build-out on Indre Harøy, including the potential additional tank capacity, in conjunction with and to satisfy in an efficient manner the condition to raise new equity of minimum NOK 300 million under the commitment letter from the lenders under the Company’s existing NOK 1,550 million green loan facilities to increase such debt facility as announced by the Company earlier today. 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.

Advisors

The Company has appointed and Arctic Securities AS, DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp. filial i Norge as Joint Global Coordinators and 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

Trond Vadset Veibust, CFO: +47 480 90 59

 

About Salmon Evolution

Salmon Evolution is the global leader within land-based salmon farming with a clear roadmap for 100,000 tonnes HOG annual production capacity. 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 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 the proof of concept in Norway, Salmon Evolution targets significant international expansion.

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 June 2024 at 23:58 (Oslo time).