Reference is made to the stock exchange announcement by Salmon Evolution ASA on 18 April 2023 regarding a contemplated private placement of new shares.
The book-building process for the Private Placement has been successfully completed, raising gross proceeds of NOK 525 million, through the allocation of 68,181,818 new shares in the Company, each at a subscription price of NOK 7.7 per Offer Share.
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 II AS, a company closely related to Tore A. Tønseth (Chairperson of the Board), was allocated 2,597,403 Offer Shares;
- Ocean Industruies AS, a company closely related to Glen Bradley (Board member), was allocated 25,974 Offer Shares;
- Anne Breiby (Board member) was allocated 64,935 Offer Shares;
- Trollkyrkja AS, a company closely related to Trond Vadset Veibust (CFO), was allocated 32,468 Offer Shares;
- Anno Invest AS, a company closely related to Odd Frode Roaldsnes (CCO), was allocated 250,000 Offer Shares.
Settlement and Dates
The Private Placement consists of one tranche of 51,863,220 Offer Shares and a second tranche of 16,318,598 Offer Shares.
The board of directors has resolved to increase the Company’s share capital by NOK 2,593,161, by issuing 51,863,220 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the Board authorization to issue new shares 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.
Offer Shares in Tranche 2 is will be settled with existing and unencumbered shares in the Company, that are already listed on Oslo Børs, pursuant to a share lending agreement between the Company, DNB Markets, a part of DNB Bank ASA 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, which is expected on or about 20 April 2023 (T+1). Applicants being allocated Offer Shares in the Private Placement will receive a pro-rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement.
Notices of allocation of Offer Shares in Tranche 1 and Tranche 2 are expected to be distributed to the Applicants on 19 April 2023 (T). Settlement of Offer Shares in Tranche 1 and Tranche 2 is expected to take place on or about 21 April 2023 (T+2) on a delivery versus payment basis.
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 11 May 2023. The Board will call for the EGM by separate announcement, on or about 19 April 2023. Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote at the EGM in favour of the share capital increase and issuance of the Offer Shares in Tranche 2 of the Private Placement, as well as the possible share capital increase and issuance of shares in a Subsequent Offering.
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 result in 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.
Following registration of the share capital increase pertaining to Offer Shares in Tranche 1, the issued share capital of the Company is expected to be NOK 19,880,902.10 comprising 397,618,042 shares, each with a nominal value of NOK 0.05. Following registration of the share capital increase pertaining to Offer Shares in Tranche 2, the issued share capital of the Company is expected to be NOK 20,696,832 comprising 413,936,640 shares, each with a nominal value of NOK 0.05.
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 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 new shares in Tranche 2 are not issued due to the EGM does not approve the issue of new shares in Tranche 2 or for other reasons.
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 Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II 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 estimated equity financing in relation to phase 2 build-out on Indre Harøy quickly. Further, a private placement will reduce execution and completion risk and allows for the Company to raise capital more efficiently, which is particularly important in light of the ability to utilize current market conditions, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. In addition, Eligible Shareholders (as defined below) that were not allocated shares in the Private Placement will be able to participate in the Subsequent Offering (as defined and described below).
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 proposes to carry out a subsequent offering of up to 6,500,000 new shares at the Offer Price (the “Subsequent Offering”). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 18 April 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo on 20 April 2023, and who (i) are not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable subscription rights. The subscription period in a Subsequent Offering is expected to commence shortly after publication of the prospectus, currently expected to start ultimo May 2023. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.
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 anannual 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.