Beskrivning
Land | USA |
---|---|
Lista | Oslo Bors |
Sektor | Handel & varor |
Industri | Dagligvaror |
2022-06-29 00:45:02
Miami, FL, June 28, 2022
Reference is made to the stock exchange release from Atlantic Sapphire ASA
("Atlantic Sapphire ASA" or the "Company") published on 28 June 2022 regarding a
contemplated private placement.
The Company is pleased to announce that it has raised approximately NOK 1,231
million (equivalent to approximately USD 125 million) in gross proceeds through
a private placement (the "Private Placement") of 60,060,976 new shares, at a
price per new share of NOK 20.50 (the "Offer Shares" and the "Offer Price"). The
Private Placement was carried out on the basis of an accelerated bookbuilding
process managed by DNB Markets, a part of DNB Bank ASA ("DNB Markets"), as Sole
Global Coordinator and Arctic Securities AS as Joint Bookrunner (together, the
"Managers") after close of markets on 28 June 2022.
The net proceeds from the Private Placement will be used to (i) fully fund
estimated remaining equity financing of Phase 2 Capex based on latest capex
estimate, with an estimated buffer, (ii) repayment of a debt facility of USD 25
million and (iii) for general corporate purposes.
As disclosed earlier, the Private Placement is divided into two tranches. The
first tranche ("Tranche 1") consists of 18,000,000 Offer Shares (the "Tranche 1
Shares") which have been resolved issued pursuant to a board authorization
granted by the Company's annual general meeting held on 19 May 2022. Delivery of
the Tranche 1 Shares will be made on a delivery versus payment ("DVP") basis on
or about 1 July 2022 and the Tranche 1 Shares are expected to be tradable on or
about 30 June 2022 after the share capital increase relating to the Tranche 1
Shares has been registered in the Norwegian Register of Business Enterprises
(the "NRBE"), facilitated by a pre-funding agreement between the Company and the
Managers.
The second tranche ("Tranche 2") consists of 42,060,976 Offer Shares (the
"Tranche 2 Shares") and is divided into two-sub tranches. Delivery of Tranche 2
Shares will be made on a DVP basis on or about 22 July 2022, subject to approval
by the by the Company's general meeting expected to be held on or about 20 July
2022 (the "EGM") of the share capital increases pertaining to Tranche 2.
The first sub-tranche of Tranche 2 ("Tranche 2A") consists of 11,013,310 Tranche
2 Shares (the Tranche 2A Shares") that will be settled on a DVP basis through a
share lending agreement between the Company, its shareholders Alsco AS and JEA
Invest AS (the "Lending Shareholders") and DNB Markets (the "Share Lending
Agreement"). The Tranche 2A Shares will be tradable after, and subject to, the
approval by the EGM of the share capital increase pertaining to Tranche 2.
The second sub-tranche of Tranche 2 ("Tranche 2B") consists of 31,047,666
Tranche 2 Shares (the "Tranche 2B Shares") that will be settled on a DVP basis,
facilitated by a pre-funding agreement between the Company and the Managers.
Upon the registration of the share capital increases pertaining to Tranche 2 in
the NRBE, both the new shares required to settle the Share Lending Agreement
with the Lending Shareholders and the Tranche 2B Shares will be delivered on a
separate ISIN pending approval of an EEA listing prospectus by the Norwegian
Financial Supervisory Authority before such shares can be listed and tradable on
the Oslo Stock Exchange, currently expected within mid-August 2022.
The following persons discharging managerial responsibilities and their close
associates has applied for and been allocated shares in Tranche 2B of the
Private Placement at the Offer Price:
i) Alsco AS, a close associate of Chairman Johan Andreassen, has been allocated
487,804 Offer Shares, for a total subscription amount of NOK 9,999,982.00