Salmon Evolution Holding AS: Contemplated Private Placement

Stock exchange notice

Salmon Evolution Holding AS (“Salmon Evolution” or the “Company”) has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as joint global coordinators and joint bookrunners and SpareBank 1 Markets AS as joint bookrunner (together the “Managers”) to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”), raising gross proceeds between NOK 450-550 million (the “Private Placement”). The subscription price per New Share in the Private Placement will be set by the Company’s board of directors (the “Board”) on the basis of an accelerated book-building process conducted by the Managers.

Certain primary insiders, members of the Company’s management and existing shareholders have pre-committed to subscribe for Offer Shares for a total amount of NOK 101-104 million, depending on final deal size.

The net proceeds from the Private Placement will be used to (i) fully fund the Company’s currently estimated project costs for Phase 1 at Indre Harøy, subject to finalisation and availability of debt facilities, (ii) fully fund the Company’s currently estimated equity need of approx. NOK 200 million for the announced contemplated joint venture in South Korea, subject to inter alia finalisation of agreements, project plan and availability of debt financing and (iii) general corporate purposes.

The application period in the Private Placement will commence today, 10 March 2021 at 16:30 CET and close on 11 March 2021 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.

Conditional allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Offer Shares will be allocated by the Board on a conditional basis subject to, inter alia, the Company’s shareholders resolving to approve the Private Placement by way of granting the Board an authorization to issue the Offer Shares in an extraordinary general meeting expected to be held on or about 18 March 2021 (the “EGM”). No guarantee can be given that such resolution will be passed.

Completion of the Private Placement is subject to (i) the necessary corporate resolutions, including the Board resolving to consummate the Private Placement and allocate the Offer Shares, (ii) the EGM granting an authorisation to the Board to issue the Offer Shares and the shares in the Subsequent Offering (as defined below) as the case may be, resolving to convert the Company to a public limited liability company («ASA«) and resolving changes to the Board (the “EGM Resolutions”) as well as registration with the Norwegian Register of Business Enterprises (“BRREG”) of the same, (iii) the Board resolving to issue the Offer Shares pursuant to the registered authorisation granted by the EGM, and (iv) registration of the share capital increase pertaining to the Private Placement with the BRREG (jointly, the “Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants.

Subject to satisfaction of the Conditions and handling time for registration in BRREG, settlement is expected to take place on or about 23 March 2021 on a delivery versus payment basis, facilitated by a by a pre-funding agreement expected to be entered into between the Company and the Managers.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

In connection with the Company’s contemplated conversion to an ASA, the Board intends to propose to the EGM certain amendments to the current Board composition to comply with the ASA requirements. As a result, Frode Håkon Kjølås is expected to resign from the Board and each of Janne Grethe Strand Aasnæs and Ingvild Vartdal are expected to be appointed as new Board members, all subject to completion of the Private Placement and conversion of the Company to an ASA.

Subject to, inter alia, completion of the Private Placement and prevailing market price of the Company’s shares, the Company intends to carry out a subsequent offering (the “Subsequent Offering”) of new shares in the Company. A Subsequent Offering will (if resolved), on the basis of a prospectus approved by the Norwegian Financial Supervisory Authority, and subject to the EGM Resolutions, be directed towards eligible shareholders who (i) are shareholders in the Company as of 10 March 2021, as registered as shareholders in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of 12 March 2021, (ii) are not allocated shares in the Private Placement, and (iii) 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 will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus. The subscription price in the Subsequent Offering will be the same as in the Private Placement. The Company will issue a separate stock exchange notice including the ex. date, record date and other information for the participation in the Subsequent Offering if and when finally resolved.

Listing on Oslo Børs

 The board has resolved to initiate a process for applying for an up-listing of the Company’s Shares to Oslo Børs (or alternatively Euronext Expand) and aims to complete such up-listing during 2021, subject to prevailing market conditions and the reasonable possibility of satisfying applicable listing criteria (including necessary approvals by inter alia Oslo Børs and the Financial Supervisory Authority of Norway).

Advisors:

The Company has appointed DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement and SpareBank 1 Markets AS as Joint Bookrunner. Advokatfirmaet BAHR AS is acting as legal advisor to the Company, while Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.

 For more information, please contact:

Håkon André Berg, CEO (+47 411 92 257)

Trond Håkon Schaug-Pettersen (+47 911 91 327)

 

About Salmon Evolution

Salmon Evolution Holding AS is a land-based salmon farming company with its first production facility under construction on Indre Harøy, Norway, and a global expansion plan targeting total production of approximately 70,000 tons annually in the medium- to long-term horizon. In Q1 2021, the Company announced the signing of a Joint Venture Term Sheet with Dongwon Industries, a leading seafood company based in South Korea, for establishment of a 49/51 joint venture, to be named K Smart Farming.

The Company utilize a hybrid flow-through system (“HFS”) supplied by Artec Aqua with 65 per cent reuse and 35 per cent supply of filtered fresh seawater securing controlled and optimal growth conditions, no risk of paracites and limited risk of diseases. The controlled production environment combined with minimal fish handling enables improved growth rate and fish health. In addition, production will provide minimal environmental impact through wastewater treatment and the reuse of marine resources.

Salmon Evolution has secured a license for 13,300 tons of maximum allowed biomass (“MAB”) on Indre Harøy in Hustadvika municipality. The facility’s location is strategically located on the Norwegian west coast with access to an educated and experienced work force, established infrastructure for salmon farming, renewable energy and unlimited fresh seawater. Salmon Evolution intends to combine water intake from 25 – 90 meters to utilize seasonal variations and reducing the need to heat or cool the water before entering the fish tanks.

Groundwork for Phase 1 at Indre Harøy (7,900t HOG) started in May 2020 and has developed according to plan. The Company remains on track for the first smolt release which is scheduled to be in March 2022.

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.

The Private Placement and the contemplated admission to trading on Merkur Market may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the admission to trading on Merkur Market will occur.

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 Holding AS on 10 March 2021 at 16:30 (CET).

 

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