07:32:50 Europe / Stockholm

Kurs & Likviditet

Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2024-11-05 Kvartalsrapport 2024-Q3
2024-08-26 Kvartalsrapport 2024-Q2
2024-05-06 Kvartalsrapport 2024-Q1
2024-05-02 Ordinarie utdelning BAKKA 13.38 NOK
2024-04-30 Årsstämma 2024
2024-02-20 Bokslutskommuniké 2023
2023-11-07 Kvartalsrapport 2023-Q3
2023-08-22 Kvartalsrapport 2023-Q2
2023-05-09 Kvartalsrapport 2023-Q1
2023-05-02 Ordinarie utdelning BAKKA 15.63 NOK
2023-04-28 Årsstämma 2023
2023-02-21 Bokslutskommuniké 2022
2022-11-08 Kvartalsrapport 2022-Q3
2022-08-23 Kvartalsrapport 2022-Q2
2022-05-10 Kvartalsrapport 2022-Q1
2022-05-02 Ordinarie utdelning BAKKA 6.74 NOK
2022-04-29 Årsstämma 2022
2022-02-22 Bokslutskommuniké 2021
2021-11-09 Kvartalsrapport 2021-Q3
2021-08-24 Kvartalsrapport 2021-Q2
2021-05-11 Kvartalsrapport 2021-Q1
2021-04-12 Ordinarie utdelning BAKKA 4.96 NOK
2021-04-09 Årsstämma 2021
2021-02-23 Bokslutskommuniké 2020
2020-11-10 Kvartalsrapport 2020-Q3
2020-08-25 Kvartalsrapport 2020-Q2
2020-05-05 Kvartalsrapport 2020-Q1
2020-04-06 Ordinarie utdelning BAKKA 0.00 NOK
2020-04-03 Årsstämma 2020
2020-02-25 Bokslutskommuniké 2019
2019-11-05 Kvartalsrapport 2019-Q3
2019-10-18 Extra Bolagsstämma 2019
2019-08-20 Kvartalsrapport 2019-Q2
2019-05-06 Kvartalsrapport 2019-Q1
2019-04-08 Ordinarie utdelning BAKKA 10.65 NOK
2019-04-05 Årsstämma 2019
2019-02-19 Bokslutskommuniké 2018
2018-11-13 Kvartalsrapport 2018-Q3
2018-08-21 Kvartalsrapport 2018-Q2
2018-05-08 Kvartalsrapport 2018-Q1
2018-04-16 Ordinarie utdelning BAKKA 13.52 NOK
2018-04-13 Årsstämma 2018
2018-02-20 Bokslutskommuniké 2017
2017-11-07 Kvartalsrapport 2017-Q3
2017-08-22 Kvartalsrapport 2017-Q2
2017-05-23 Kvartalsrapport 2017-Q1
2017-04-10 Ordinarie utdelning BAKKA 10.69 NOK
2017-04-07 Årsstämma 2017
2017-02-27 Bokslutskommuniké 2016
2016-11-08 Kvartalsrapport 2016-Q3
2016-08-23 Kvartalsrapport 2016-Q2
2016-06-07 Kapitalmarknadsdag 2016
2016-05-10 Kvartalsrapport 2016-Q1
2016-04-11 Ordinarie utdelning BAKKA 10.37 NOK
2016-04-08 Årsstämma 2016
2016-02-24 Bokslutskommuniké 2015
2015-11-03 Kvartalsrapport 2015-Q3
2015-08-25 Kvartalsrapport 2015-Q2
2015-05-12 Kvartalsrapport 2015-Q1
2015-04-13 Ordinarie utdelning BAKKA 6.92 NOK
2015-04-11 Årsstämma 2015
2015-02-24 Bokslutskommuniké 2014
2014-04-07 Ordinarie utdelning BAKKA 4.95 NOK
2014-04-05 Årsstämma 2014
2013-04-19 Ordinarie utdelning BAKKA 2.01 NOK
2013-04-18 Årsstämma 2013
2013-02-27 Bokslutskommuniké 2012
2012-11-06 Kvartalsrapport 2012-Q3
2012-08-14 Kvartalsrapport 2012-Q2
2012-05-22 Kvartalsrapport 2012-Q1
2012-03-27 Ordinarie utdelning BAKKA 1.02 NOK
2012-03-26 Årsstämma 2012
2012-02-28 Bokslutskommuniké 2011
2011-11-07 Kvartalsrapport 2011-Q3
2011-08-16 Kvartalsrapport 2011-Q2
2011-05-24 Kvartalsrapport 2011-Q1
2011-04-08 Ordinarie utdelning BAKKA 4.10 NOK
2011-04-07 Årsstämma 2011
2011-02-21 Bokslutskommuniké 2010

Beskrivning

LandFäröarna
ListaOB Match
SektorHandel & varor
IndustriDagligvaror
Bakkafrost är verksamma inom fiskeodling. Den huvudsakliga produktionen består av färöisk lax. Bolaget grundades under 1968 och produktionen bestod tidigare enbart av sill för att sedan under 1979 gå mot en fullständig inriktning mot laxodling. Utöver detta producerar bolaget även fiskmjöl och fiskolja. Bolaget har verksamhet på global nivå, med huvudkontor i Glyvrar, Färöarna.
2019-09-25 18:14:47

Oslo, 25 September 2019, P/F Bakkafrost (the "Company") is contemplating a private placement of up to 7,328,709 new shares (the "Offer Shares"), corresponding to approximately 15% of the outstanding shares in the Company (the "Private Placement").

The Company intends to use the net proceeds from the Private Placement to partly finance its contemplated acquisition of 133,125,109 shares (68.6%) of the shares in the Scottish Salmon Company plc ("SSC)" from Northern Link at a price of NOK 28.25 per share (the "Acquisition"), and a potential subsequent mandatory tender offer for the remaining shares in SSC. Reference is made to the separate press release from the Company with respect to the Acquisition, also announced today.

DNB Markets, a part of DNB Bank ASA, Goldman Sachs International and Nordea Bank Abp, filial i Norge have been retained as joint bookrunners and managers (the "Managers") for the Private Placement.

The Private Placement will be structured as a private placement directed towards Norwegian and international investors, subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements. The minimum order in the Private Placement has been set to the NOK equivalent of EUR 100,000. The Company may at its sole discretion allocate an amount below EUR 100,000 to the extent permitted by applicable exemptions from the prospectus requirements.

The subscription price will be determined through an accelerated bookbuilding process.

The application period for the Private Placement will commence today, 25 September 2019, post market close and close on 26 September 2019 at 08:00 CET. The Company, in consultation with the Managers, may at its discretion extend or shorten the application period at any time and for any reason. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

Regin Jacobsen, CEO of Bakkafrost, has pre-subscribed for NOK 50 million and will be granted full allocation of his subscription, subject to the extraordinary general meeting as further described below.

Allocation of the Offer Shares will be made by the Company's board of directors at its sole discretion, following advice from the Managers.

The Board of Directors holds an authority to issue up to 4,800,000 new shares and will use this authorization to issue new shares to settle the borrowing of 4,800,000 shares used as part of the settlement of the Private Placement. In addition, the Company will sell 85,806 shares from its existing holding of treasury shares. The Company will convene an extraordinary general meeting (the "EGM") to propose that the Board of Directors is authorized to issue inter alia up to 2,442,903 shares for the purpose of settling the remainder of the share lending and 2,442,903 shares to be delivered to Northern Link as part of the consideration for the acquisition of the shares in SSC (the "EGM Proposal"). The settlement of the Private Placement will not be conditional upon or otherwise affected by the outcome of the EGM. If the EGM does not approve the EGM Proposal the borrowing of up to 2,442,903 shares will be settled in cash by way of proceeds from the Private Placement.

The board of directors of the Company has considered alternative structures for the raising of new equity. Following careful considerations, the board of directors has decided to structure the capital raising as a private placement since the efficiency of the structure will allow the Company to pursue the Acquisition of the SSC shares and the potential subsequent mandatory offer. The board of directors therefore considers a private placement to be in the best interests of the Company and its shareholders. Accordingly, the pre-emption rights of the existing shareholders will be disapplied.

The Offer Shares will be settled with existing and unencumbered shares in the Company which are already listed on Oslo Børs, pursuant to (i) a share lending agreement between DNB Markets (on behalf of the Managers), the Company and (ii) the share lending agreement with Regin Jacobsen as described above, in order to facilitate delivery of listed shares to investors on a standard T+2, delivery versus payment basis. Delivery of the Offer Shares will take place on or about 30 September 2019.

The Company has agreed with the Managers not to undertake any further issue or sale of shares or securities convertible into such shares for a period of 180 days following settlement of the Private Placement, subject to customary exceptions, except for any subsequent offerings as further described herein. Certain shareholders of the Company, Regin Jacobsen, Oddvør Jacobsen, Rógvi Jacobsen and Annika Fredriksberg, have agreed to lock-up arrangements with respect to their shares for a period of 180 days following settlement of the Private Placement, subject to customary exceptions and except for the settlement of the share lending arrangements with any such shareholders as described above. Northern Link has also agreed to lock-up arrangements with respect to the shares it will receive as a result of the directed share issue described above for a period of 180 days following settlement of the Private Placement, subject to customary exceptions.

The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement expected to be published before opening of trading on Oslo Børs tomorrow, 26 September 2019. Completion of the Private Placement is subject to final approval by the Company's board of directors.

Subject to completion of the Private Placement, the Board of Directors will consider proposing to the Company's shareholders at the extraordinary general meeting of the Company a subsequent offering of new shares to shareholders who are not allocated shares in the Private Placement. Additional information will be provided in due course if a decision is made to propose a subsequent offering.

In case shareholders do not approve the issue of additional shares, the Company will use [an additional bank facility] to settle the share loan in cash and Northern Link will receive a cash consideration for an amount equivalent to the 5% share issuance they would have otherwise received, as further described in the separate press release from the Company with respect to the Acquisition, also announced today.

For further information, please contact: 

Regin Jacobsen, CEO of P/F Bakkafrost: +298 23 50 01 (mobile)

Høgni Dahl Jakobsen, CFO of P/F Bakkafrost: +298 23 50 60 (mobile) 

Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful absent registration, or an exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for publication or distribution in, directly or indirectly, Australia, Canada, the Hong Kong Special Administrative Region of the People's Republic of China, South Africa, New Zealand, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.

This document is not an offer for sale of securities in the United States. Securities may not be offered or sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Company does not intend to register any part of the offering in the United States or to conduct a public offering in the United States of the shares to which this document relates.

Any Mandatory Tender Offer by the Company to SSC's shareholders may be restricted by law in certain jurisdictions. In particular, SSC's shareholders resident in the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia (the "United States") may not be eligible to participate in any Mandatory Tender Offer and the Mandatory Tender Offer may not be made, directly or indirectly, in or into the United States.

To the extent that SSC's shareholders resident in the United States will be included in any Mandatory Tender Offer, such offer may be made to SSC's shareholders resident in the United States in reliance on, and in compliance with, Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14E thereunder, or an exemption therefrom. To the extent Regulation 14E is applicable, the Company and/or its financial advisors and their affiliates may acquire shares of SSC outside any Mandatory Tender Offer during the applicable offer period in accordance with applicable law and regulations and the provisions of the exemption provided under Rule 14e-5 under the Exchange Act, if available. Any of the purchases referred to in this paragraph may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as and if required by applicable securities laws.

In any EEA Member State, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation").

In addition, in the United Kingdom, this document is not being distributed, nor has it been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is directed only at persons who (i) are outside the United Kingdom, (ii) are investment professionals falling within Article 19(5) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be engaged with, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as "relevant persons"). Under no circumstances should persons who are not relevant persons rely or act upon the contents of this announcement. Any investment or investment activity to which this document relates in the United Kingdom is available only to, and will be engaged only with, relevant persons.

The information contained in this document does not purport to be comprehensive. None of the Managers, any of their respective subsidiary undertakings or affiliates, or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for (whether in contract, tort or otherwise) or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its subsidiaries, affiliates 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 document or its contents or otherwise arising in connection therewith. The Managers disclaim any responsibility for any acts or omissions of the Company, any of the directors, or any other person in connection with the Private Placement.

The Managers are acting for the Company in connection with the Private Placement and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement or any transaction or arrangement referred to in this press release.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the securities described in this press release have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Transaction. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Managers will only approach investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities. Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

This document may include forward-looking statements. The words "believes", "expects", "may", "will", "seek", "would", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" and similar expressions (or their negative) identify certain of these forward-looking statements. These forward-looking statements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward-looking statements in this document are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no redocument or warranty, express or implied, is made regarding future performance. The Company and each of the joint financial advisors expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this document or to update or to keep current any other information contained in this document. Accordingly, undue reliance should not be placed on the forward-looking statements, which speak only as of the date of this document.

This information is subject to a duty of disclosure pursuant to Section 5-12 of the Norwegian Securities Trading Act.