Salmon Evolution Holding AS: NOK 500 million Private Placement successfully placed

Stock exchange notice

Reference is made to the stock exchange announcement by Salmon Evolution Holding AS (“Salmon Evolution” or the “Company”) published on 10 March 2021, regarding a contemplated private placement of new ordinary shares in the Company (the “Private Placement”).

The Company is pleased to announce that the Private Placement has been successfully placed through the conditional allocation of 83,333,333 shares (the “New Shares”), each at a subscription price of NOK 6.00 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 500 million.

The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality institutional investors and was significantly oversubscribed. The following primary insiders and their close associates (PDMR/PCA) were allocated shares in the Private Placement:

  • Ronja Capital II AS, a person closely associated with Chairman Tore Tønseth, was allocated 1,666,666 New Shares in the Private Placement and will following completion of the Private Placement hold 26,687,687 shares in the Company.
  • Dongwon Industries Co., Ltd., a person closely associated with board member Yun Ki Yun, was allocated 4,416,666 New Shares in the Private Placement and will following completion of the Private Placement hold 16,044,572 shares in the Company.
  • Rofisk AS, a person closely associated with board member Glen Bradley, was allocated 1,166,666 New Shares in the Private Placement and will following completion of the Private Placement hold 13,274,174 shares in the Company
  • Kjølås Stansekniver AS, a person closely associated with board member Frode Kjølås, was allocated 833,333 New Shares in the Private Placement and will following completion of the Private Placement hold 10,539,339 shares in the Company
  • Møring AS, a person closely associated with board member Frode Kjølås, was allocated 666,666 New Shares in the Private Placement and will following completion of the Private Placement hold 2,666,666 shares in the Company
  • Stette Invest AS, a person closely associated with board member Peder Stette, was allocated 833,333 New Shares in the Private Placement and will following completion of the Private Placement hold 11,236,005 shares in the Company
  • Bortebakken AS, a person closely associated with board member Kristofer Reiten, was allocated 252,033 New Shares in the Private Placement and will following completion of the Private Placement hold 980,033 shares in the Company
  • Trond Håkon Schaug-Pettersen, CFO of the Company, was allocated 166,666 New Shares in the Private Placement and will following completion of the Private Placement hold 166,666 shares in the Company.

In connection with the Company’s shares being admitted to trading on Euronext Growth (Oslo) on 18 September 2020, members of the Company’s board and management as well as certain other large shareholders entered into a lock-up undertaking for a period of 6 – 12 months from the Company’s first day of trading on Euronext Growth, applicable to any shares held by them or acquired during the lock-up period. Such lock-up will accordingly also apply to any New Shares allocated to the relevant shareholders.

The net proceeds from the Private placement will be used to (i) fully fund part of 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.

Completion of the Private Placement is following the Board’s resolution to consummate the Private Placement and conditionally allocate the New Share subject to (i) the extraordinary general meeting in the Company expected to be held on or about 18 March 2021 (the «EGM«) granting an authorisation to the Board to issue the New 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 (jointly the “EGM Resolutions”) as well as registration with the Norwegian Register of Business Enterprises (“BRREG”) of the same, (ii) the Board resolving to issue the New Shares pursuant to the registered authorisation granted by the EGM, and (iii) 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. Investors being  allocated shares  in the  Private Placement and who hold shares  in the  Company as  of the  date of  the EGM  have undertaken to vote in favour  of the Private Placement and  any Subsequent Offering (as defined below) at  the  EGM.  A  separate  notice  of  the  EGM is expected to be announced and distributed on or about 11 March 2021.

Notices  of conditional allocation of New  Shares are expected to be distributed to the investors on or about 11 March 2021. The Managers expect to issue notifications with  payment instructions for  the Private Placement  immediately after the Board having resolved to issue the New Shares pursuant to the registered authorisation expected to be granted by the EGM. 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.

Following completion of the Private Placement, the Company will have a share capital of NOK 15,153,221 divided 303,064,421 shares, each with a nominal value of NOK 0.05.

The   Private   Placement  involves  the  setting  aside  of  the  shareholders’ preferential rights to subscribe for the New Shares. The Board of Directors is of the opinion that the Private Placement is in compliance with the equal treatment obligations under the Norwegian Securities Trading Act and applicable stock exchange rules. 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, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings and the Private Placement is structured to ensure that a market based subscription price is achieved.

The Company reserves the right, at any time and for any reason, to cancel 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 will 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, the EGM Resolution, prevailing market price of the Company’s shares (i.e. the prevailing market price of the Company’s shares being higher than the Subscription Price) and approval of a prospectus by the Norwegian Financial Supervisory Authority (the «Prospectus«), the Company will carry out a subsequent offering (the “Subsequent Offering”) of up to 8,333,333 new shares in the Company. A Subsequent Offering will (if resolved), on the basis of the Prospectus 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 are expected to be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus, expected during Q2 2021. 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 with further details and 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, CFO (+47 911 91 327)

 

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 Holding AS on 11 March 2021 at 08:55 (CET).

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