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SalMar - Icelandic Salmon AS: Contemplated private placement and listing on Merkur Market

SalMar ASA
·10-min read

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, 13 October 2020. Reference is made to the announcement by Icelandic Salmon AS ("Icelandic Salmon", previously named Arnarlax AS), a leading Icelandic salmon farming company, and a subsidiary of SalMar ASA (the "Company"), today, regarding a contemplated private placement and listing of the shares of Icelandic Salmon on Merkur Market.

Icelandic Salmon, has engaged DNB Markets, a part of DNB Bank ASA as Sole Global Coordinator and Joint Bookrunner, and Arctic Securities AS and Arion Banki hf. as Joint Bookrunners (jointly, the "Managers") to advise on and effect a contemplated private placement of up to 5,038,040 shares (the "Private Placement") consisting of (i) a primary offering of up to 3,756,522 new shares (the "New Shares") in Icelandic Salmon to raise gross proceeds of up to approximately NOK 432 million and (ii) a secondary offering of up to 1,281,518 existing shares from the Selling Shareholders (as defined below), equivalent to proceeds of up to approximately NOK 147 million (together with the New Shares, the "Offer Shares").

The primary offering, not covered by the cornerstone commitments (see below), is underwritten by Icelandic Salmon’s largest shareholders, SalMar ASA, Pactum AS, Gyda EHF and Holta Invest AS (jointly, the "Underwriters") pursuant to which the Underwriters have committed to underwrite the Private Placement at the Offer Price, in total approximately NOK 86.4 million. In accordance with the underwriting agreement, the Underwriters are entitled to an underwriting commission of 1% of the respective Underwriter's underwriting commitment.

Icelandic Salmon intends to use the net proceeds from the primary offering of the New Shares to fund growth and develop Icelandic Salmon's value chain within existing license portfolio, including investment in the expansion of smolt capacity, upgrade processing facility (Bíldudalur), farming equipment, branding initiatives and biomass build-up.

The price per share in the Private Placement has been set to NOK 115 (the “Offer Price”), equivalent to a pre-money equity value of Icelandic Salmon of approximately NOK 3.06 billion based on the 26,614,042 shares currently outstanding in Icelandic Salmon.

Three cornerstone investors have, subject to certain terms and conditions, committed to apply for shares for a total amount of up to NOK 345.6 million at the Offer Price as follows:

  1. Gildi-lífeyrissjóður (Gildi Pension Fund), the third largest pension fund in Iceland with around NOK 47bn in assets under management and over 240 thousand fund members: NOK 216.0 million, to be allocated Offer Shares for no less than NOK 194.4 million;

  2. Stefnir Asset Management Company, one of the largest private Icelandic fund managers: NOK 97.2 million, to be allocated Offer Shares for no less than NOK 77.7 million; and

  3. Edvin Austbø through Alden AS: NOK 32.4 million, to be allocated Offer Shares for no less than NOK 21.6 million.

The Selling Shareholders in the secondary offering are: (i) Pactum AS: up to 1,000,000 shares, approximately 55% of current holding (directly and indirectly) of 1,825,862 shares (6.8%) and (ii) Gyda EHF, owned by Kjartan Olafsson (chairman of the board of directors): up to 281,518 shares, approximately 22% of current holding (directly and indirectly) of 1,281,518 shares (4.8%) (together the "Selling Shareholders").

The bookbuilding period in the Private Placement will commence today, 13 October 2020, at 09:00 hours (CEST) and close on 14 October 2020 at 16:30 hours (CEST). The Managers and Icelandic Salmon may, however, at any time in their sole discretion and on short notice resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

Icelandic Salmon has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of Icelandic Salmon on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently expected to be on or about 27 October 2020.

The Private Placement will be directed towards Norwegian and international investors, 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. Icelandic Salmon 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.

Completion of the Private Placement is conditional upon (i) the necessary resolutions by the Board to consummate the Private Placement and to issue the New Shares pursuant to the authorisation given by Icelandic Salmon’s general meeting and (ii) payment being received for the Offer Shares allocated. Icelandic Salmon may, in its sole discretion in consultation with the Managers, cancel the Private Placement, at any time and for any reason prior to the satisfaction of conditions (i) and (ii) without any compensation to the applicants.

For more information on Icelandic Salmon, reference is made to the announcement by Icelandic Salmon.

Advisors: DNB Markets, a part of DNB Bank ASA is acting as Sole Global Coordinator and Joint Bookrunner and Arctic Securities AS and Arion Banki hf. are acting as Joint Bookrunners in connection with the Private Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to Icelandic Salmon and Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.

For more information, please contact:
Trine Sæther Romuld
CFO & COO
Tel: +47 991 63 632
Email: trine.romuld@salmar.no

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company or Icelandic Salmon. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.

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 "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. Neither the Company nor Icelandic Salmon intends to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.

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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (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 (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 for 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.

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", "expect", "anticipate", "strategy", "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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.

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 Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.

This announcement is for information purposes only and 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 or Icelandic Salmon. Neither the Manages nor any of its affiliates accepts any liability arising from the use of this announcement.

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.