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Beskrivning

LandNorge
ListaOB Match
SektorHandel & varor
IndustriDagligvaror
Salmon Evolution Holding är verksamma inom fiskeodling. Bolaget driver, via egna produktionsanläggningar, uppfödning och vidareförsäljning av fisk och skaldjur. Största delen av utbudet består av lax. Verksamhet innehas runtom den globala marknaden, med störst närvaro inom Norden. Kunderna består av grossister, återförsäljare samt av små- och medelstora aktörer inom restaurangbranschen.
2021-03-10 16:30:36

Salmon Evolution Holding AS ("Salmon Evolution" or the "Company") has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as joint global coordinators and joint bookrunners and SpareBank 1 Markets AS as joint bookrunner (together the "Managers") to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares"),raising gross proceeds between NOK 450-550 million (the "Private Placement"). The subscription price per New Share in the Private Placement will be set by the Company's board of directors (the "Board") on the basis of an accelerated book-building process conducted by the Managers.

Certain primary insiders, members of the Company's management and existing shareholders have pre-committed to subscribe for Offer Shares for a total amount of NOK 101-104 million, depending on final deal size.

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

The application period in the Private Placement will commence today, 10 March 2021 at 16:30 CET and close on 11 March 2021 at 08:00 CET. The Managers and the Company may, however, at any time resolve to close or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, 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 per investor. The Company 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. Further selling restrictions and transaction terms will apply.

Conditional allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Managers, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. The Offer Shares will be allocated by the Board on a conditional basis subject to, inter alia, the Company's shareholders resolving to approve the Private Placement by way of granting the Board an authorization to issue the Offer Shares in an extraordinary general meeting expected to be held on or about 18 March 2021 (the "EGM"). No guarantee can be given that such resolution will be passed.

Completion of the Private Placement is subject to (i) the necessary corporate resolutions, including the Board resolving to consummate the Private Placement and allocate the Offer Shares, (ii) the EGM granting an authorisation to the Board to issue the Offer 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 (the "EGM Resolutions") as well as registration with the Norwegian Register of Business Enterprises ("BRREG") of the same, (iii) the Board resolving to issue the Offer Shares pursuant to the registered authorisation granted by the EGM, and (iv) 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.

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.

The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, 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 intends to 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 and prevailing market price of the Company's shares, the Company intends to carry out a subsequent offering (the "Subsequent Offering") of new shares in the Company. A Subsequent Offering will (if resolved), on the basis of a prospectus approved by the Norwegian Financial Supervisory Authority, and subject to the EGM Resolutions, 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 will be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus. 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 including the ex. date, record date and other 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.