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Salmon Evolution ASA: Private Placement successfully placed

Stock exchange notice

Reference is made to the stock exchange notice by Salmon Evolution ASA (“Salmon Evolution” or the “Company“) on 5 April 2022 at 16:30 (CEST) announcing a contemplated private placement (the “Private Placement“) of new ordinary shares in the Company (the “Offer Shares“), raising gross proceeds of approximately NOK 250 – 300 million (“Offer Size”).

The Company is pleased to announce that the Private Placement has been successfully placed and that the Company’s board of directors (the “Board”) has allocated 33,333,333 Offer Shares at a subscription price of NOK 9.00 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 300 million.

ABG Sundal Collier ASA, DNB Markets (a part of DNB Bank ASA), Nordea Bank Abp (filial i Norge) and Pareto Securities AS acted as joint bookrunners (together the “Managers“) in connection with the Private Placement.

The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality investors and was significantly oversubscribed.

The net proceeds from the Private Placement will be used to (i) to partly fund the second phase of the salmon farming facility at Indre Harøy; (ii) to expand the capacity at the smolt facility Kraft Laks AS; and (iii) for general corporate purposes. If the EGM (as defined below) does not approve the issuance of the Offer Shares in Tranche 2 (as defined below), the Company will not receive any proceeds from the sale of Offer Shares in Tranche 2. The effective reduction in proceeds to the Company will in such event be allocated both to the Indre Harøy phase 2 funding and the Kraft Laks expansion. For the latter, the Company will seek to portion out the smolt build-out and potentially partly rely upon external sourcing of smolt for a period of time. It is emphasised that no decision for commencing the Phase 2 project has been made, and reference is made to the Company announcement dated 7 February 2022 and 10 February 2022 for further information.

Allocations and settlement instructions for the Private Placement will be notified to the applicants by the Managers on or about 6 April 2022. Settlement of the Private Placement is expected to take place on or about 8 April 2022 on a delivery versus payment basis.

The Offer Shares have been allocated in two tranches as follows: one tranche with 22,574,374 Offer Shares (“Tranche 1”) and a second tranche with 10,758,959 Offer Shares (“Tranche 2”). Both Tranche 1 and Tranche 2 will 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, the Managers, Stette Invest AS, Rofisk AS and Ronja Capital II AS. The Offer Shares allocated to applicants in both Tranche 1 and Tranche 2 will thus be tradable from notification of allocation.

The Board has accordingly resolved to increase the Company’s share capital by NOK 1,128,718.70, by issuing 22,574,374 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the authorisation (the “Board Authorisation”) granted to the Board by the Company’s annual general meeting held on 19 May 2021. The issue of new shares pertaining to the Offer Shares allocated in Tranche 2 is subject to approval of the Company’s extraordinary general meeting expected to be held on or about 29 April 2022 (the “EGM”). The Board will call for the EGM by separate announcement, on or about 7 April 2022.

The Tranche 1 portion of the Share Loan will be settled with new shares in the Company to be issued following settlement of the Private Placement and registration of the share capital increase pertaining to Tranche 1 in the NRBE. Stette Invest AS and Rofisk AS’ portion of the Share Loan will be settled in full in connection with the settlement of the Tranche 1 portion of the Share Loan. The Tranche 2 portion of the Share Loan is with Ronja Capital II AS only and 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 equal to the Offer Shares allocated in Tranche 2 multiplied with the Offer Price if, and only 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 circumstance. Therefore, completion of both Tranche 1 and Tranche 2 by delivery of Offer Shares to applicants will not be subject to approval by the EGM and the Private Placement investors’ acquisition of Offer Shares allocated to them in Tranche 1 and Tranche 2 will remain final and binding and cannot be revoked, cancelled 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 have undertaken 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 the applicants (directly or indirectly) at the date of the EGM.

Following the registration of the share capital increase pertaining to Tranche 1 in the Norwegian Register of Business Enterprises (“NRBE”), the Company’s share capital will be NOK 16,749,793.15 consisting of 334,995,863 ordinary shares each with a parvalue of NOK 0.05.

Subject to successful completion of the Private Placement, including the EGM’ approval of Tranche 2, the Company will, following registration of the new share capital pertaining to both Tranche 1 and Tranche 2 in the NRBE, have a share capital of NOK 17,287,741.10, divided into 345,754,822 shares, each having a par value of NOK 0.05.

The Private Placement entails a deviation of the existing shareholders preferential rights. The Board has considered the structure of the private placement of new shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and is of the opinion that the Private Placement is in compliance with these requirements. 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, and the Private Placement is structured to ensure that a market based subscription price is achieved. Based on this, the Board agreed not to conduct a subsequent offering directed towards shareholders not participating in the Private Placement.

Advisors

The Company has appointed ABG Sundal Collier ASA, DNB Markets (a part of DNB Bank ASA), Nordea Bank Abp (filial i Norge) and Pareto Securities AS as Joint Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company

 

For more information, please contact:

Håkon André Berg, CEO (+47 411 92 257)
Trond Håkon Schaug-Pettersen, CFO (+47 911 91 327)

 

About Salmon Evolution

Salmon Evolution is a Norwegian land-based salmon farming company focused 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 under construction at Indre Harøy, strategically located on the Norwegian west coast with unlimited access to fresh seawater, renewable energy, established infrastructure for salmon farming, and an educated and experienced work force. The entire project is designed for an annual capacity of approx. 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.

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 5 April 2022 at 22:31 (CEST).