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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
(Kverva, 8 June 2021) SalMar ASA (“SalMar” or the “Company”) has retained Arctic Securities AS and Carnegie AS as Joint Bookrunners (together the “Managers”) to advise on and effect a private placement of up to 4,500,000 new shares (the “New Shares”) (the “Private Placement”).
SalMar has a strong track record of profitable growth during its 30-year long history through operational excellence, organic growth and strategic mergers & acquisitions. In the current market environment, SalMar sees several attractive growth and investment opportunities across the entire value chain from roe to plate. These opportunities include purchase of salmon production licenses and company acquisitions, as well as organic investments in smolt production, coastal farming operations, harvesting and processing activities. SalMar has also taken a pole position in developing large-scale offshore farming, initially in Norway and eventually in other suitable locations. This is being pursued through the application for the establishment of the Smart Fish Farm pilot project for production in the open ocean where the company has received eight development licenses and through building an organisation and a construction pipeline to allow the rapid development of large-scale offshore and semi-offshore sustainable salmon farming, based on SalMar’s sustainable, best in class operational performance. The net proceeds from the Private Placement will be applied across these opportunities, subject to strict profitability and operational quality criteria.
Kverva Industrier AS (the largest shareholder in SalMar ASA with an ownership of 52.46%), has pre-subscribed for their pro-rata share of the Offer Shares at the Subscription Price determined through the book building process. In the event of oversubscription, allocation to Kverva Industrier AS may be reduced in order to give priority to other investors and to improve the overall free float in the share. The allocation to Kverva Industrier AS will in no event be reduced below NOK 300 million, and Kverva Industrier AS will in any case own more than 50% of the outstanding share capital in the Company following the Private Placement and the possible subsequent repair issue.
LIN AS, a company closely related to Leif Inge Nordhammer, Chairman of the Board of the Company, has committed to subscribe for New Shares for EUR 1,500,000 in the Private Placement.
The Private Placement will be directed towards Norwegian and international investors, subject to applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may however, at its sole discretion, allocate amounts below EUR 100,000 to the extent exemptions from the prospectus requirements in accordance with applicable regulations, including the Norwegian Securities Trading Act and the prospectus regulation 2017/119 and ancillary regulations, are available.
The offer price in the Private Placement will be determined by the board of directors of the Company (the "Board") following an accelerated bookbuilding process. The bookbuilding and application period for the Private Placement commences today, on 8 June 2021 at 16:30 CEST, and is expected to close on 9 June 2021 at 08:00 CEST. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period. If the bookbuilding is shortened or extended, the other dates referred to herein may be changed correspondingly.
Allocation of the shares in the Private Placement will be determined after the expiry of the bookbuilding period, and the final allocation will be made by the Board at its sole discretion, following advice from the Managers. Delivery versus payment settlement of the New Shares will be facilitated by existing and unencumbered shares in the Company being borrowed by Arctic Securities (on behalf of the Managers) from Kverva Industrier AS pursuant to a share lending agreement between such parties and the Company. The shares will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued by a resolution of the Board pursuant to an authorisation granted by the annual general meeting held on 8 June 2021. New Shares allocated in the Private Placement will not carry the right to the NOK 20.0 dividend per share as announced by the Company on 9 April 2021.
Completion of the Private Placement by delivery of New Shares to investors is subject to the corporate resolutions of the Company required to implement the Private Placement, including a resolution of the Board to proceed with the Private Placement following the expiry of the bookbuilding period and to increase the share capital of the Company by the issuance of the New Shares.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of the securing the desired funding, as well as the limited dilution effects of the transaction, is in the common interest of the shareholders of the Company. However, subject to completion of the Private Placement, the Board of Directors of the Company will consider to carry out a subsequent offering directed towards existing shareholders in the Company as of the end of trading today, 8 June 2021 (and as registered in the VPS as of the end of 10 June 2021) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in a potential Subsequent Offering will be equal to the subscription price in the Private Placement.
For more information, please contact:
Trine Sæther Romuld, CFO & COO
Tel:: + 47 991 63 632
SalMar is one of the world's largest and most efficient producers of farmed salmon. The Group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations in Norway, at InnovaMar in Frøya and Vikenco in Aukra. SalMar also owns 50 per cent of the shares in Scottish Sea Farms Ltd.
See www.salmar.no. for more information about the company.
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.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.