NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATED 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, 15 October 2020. Reference is made to the announcements by SalMar ASA ("SalMar") regarding a contemplated private placement (the "Private Placement") in Icelandic Salmon AS ("Icelandic Salmon" or the "Company", previously named Arnarlax AS) and listing on Merkur Market.
The Private Placement has been successfully completed with a total transaction size of approximately NOK 647 million through the allocation of 5,629,344 shares at a price of NOK 115 per share. The Private Placement raised gross proceeds of approximately NOK 500 million to the Company through the sale of 4,347,826 new shares (the "Primary Offering") and approximately NOK 147 million to Pactum AS and Gyda EHF (owned by Kjartan Olafsson (chairman of the board of directors)) through the sale of in total 1,281,518 existing shares (1,000,000 shares sold by Pactum AS and 281,518 shares sold by Gyda EHF) (the "Secondary Offering").
The Private Placement attracted strong interest from high-quality institutional investors and was substantially oversubscribed. Three cornerstone investors were allocated shares for approximately NOK 296 million: (i) Gildi-lífeyrissjóður (Gildi Pension Fund), approximately NOK 196 million; (ii) Stefnir Asset Management Company, approximately NOK 78 million; and (iii) Edvin Austbø through Alden AS, approximately NOK 22 million.
The Company intends to use the net proceeds from the Primary Offering 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 Private Placement and the issuance of the new shares was resolved by the Company's Board of Directors (the "Board") on 14 October 2020 based on the authorisation granted to the Board by the extraordinary general meeting of the Company on 8 October 2020. Following the Private Placement, the Company will have 30,961,868 shares outstanding. Pactum AS will hold 825,862 shares after the Private Placement, representing 2.7% of the outstanding shares in the Company after the share issue, and Gyda EHF will hold 1,000,000 shares after the Private Placement, representing 3.2% of the outstanding shares in the Company after the share issue.
The following customary lock-up arrangements have been entered into with DNB Markets, subject to certain exemptions, with the following lock-up periods: (i) the Company (12 months); (ii) SalMar, Pactum AS and Gyda EHF (Kjartan Olafsson) (all 6 months); and (iii) the Company's CEO (12 months).
Allocation to investors will be communicated on or about 15 October 2020. The Private Placement will be settled by the Managers (as defined below) on a delivery-versus-payment basis on or about 19 October 2020. The delivery-versus-payment settlement in the Private Placement is facilitated by a share lending agreement between the Company, DNB Markets, a part of DNB Bank ASA, and SalMar.
Icelandic Salmon has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market. The first day of trading on Merkur Market is expected to be on or about 27 October 2020.
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 (jointly, the "Managers"). 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
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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 SalMar. 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 SalMar 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 Managers 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 SalMar. Neither the Managers 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.