Bifogade filer
Beskrivning
Land | USA |
---|---|
Lista | OB Match |
Sektor | Handel & varor |
Industri | Dagligvaror |
2024-08-20 18:59:00
Atlantic Sapphire ASA: Proposed fully underwritten rights issue of up to USD 60
million and directed convertible loan issue of minimum USD 20 million
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE
PEOPLE'S REPUBLIC OF CHINA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT
Miami, 20 August 2024:
The board of directors of Atlantic Sapphire ASA (the "Company") has today,
subject to approval by an Extraordinary General Meeting (the "EGM"), to be held
on or about 17 September 2024, resolved to carry out a rights issue of shares
(the "New Shares") with preferential subscription rights for existing
shareholders (the "Rights Issue") to raise gross proceeds of up to the
NOK-equivalent of USD 60 million. The subscription price in the Rights Issue is
proposed set to NOK 0.10 per New Share. Subscribers in the Rights Issue will for
every two New Shares subscribed and allocated receive one warrant to subscribe
for one new share in the Company. In addition, Underwriters will receive one
warrant to subscribe for one new share in the Company for every two underwritten
offer shares (including offer shares that would have been allocated if the
Convertible Loan proceeds had participated in the Rights Issue) (the
"Warrants"). Subsequent exercise of Warrants will increase the gross proceeds to
the Company.
Certain existing shareholders, including Nordlaks Holding AS ("Nordlaks"),
Condire Management ("Condire") and Strawberry Capital AS, and external investors
(jointly the "Underwriters") have underwritten the NOK-equivalent of USD 60
million of the Rights Issue. Further, certain existing shareholders, including
Nordlaks and Condire Management AS have pre-committed to use their subscription
rights to subscribe for their pro-rata share.
In addition to the Rights Issue, the Company has, subject to agreement and
execution of final loan documentation and approval by the EGM, secured a
convertible loan of the NOK-equivalent of minimum USD 20 million directed
towards Condire and potentially Nordlaks, in accordance with settlement
mechanics further described in this stock exchange notice (the "Convertible
Loan", and together with the Rights Issue and the Warrants, the "Transaction").
Participants in the Convertible Loan will also receive one Warrant for every two
shares that would have been allocated as if the Convertible Loan proceeds had
participated in the Rights Issue.
The net proceeds from the Rights Issue is, together with existing cash on
balance sheet, an existing RCF, the amendments to the existing debt facility,
and the Convertible Loan, currently estimated to be sufficient to fund
investments and operations towards achieving positive EBITDA for Phase 1,
currently estimated for Q4 2025. The Company further estimates an optimized
Phase 1 to deliver 8,250-8,750 tons HOG of salmon in annual harvest at an EBITDA
of USD 1.5-2.0 per kg as if on a stand-alone basis. In connection with and
subject to the Transaction, DNB Bank has credit approved certain amendments to
the Company's existing debt facilities. In total, the fundraise and adjustments
to the bank package are expected to fully finance the Company's funding
requirement of USD 94 million to optimize Phase 1 and corresponding positive
EBITDA.
Any future proceeds from exercise of Warrants are expected to be used towards
the Company's Phase 2 expansion at the same site in Florida, US. The Company's
Phase 2 is expected to increase annual harvest volumes up to a total of 25,000
tons HOG of salmon at a target EBITDA of USD ~5 per kg.
Notice of the EGM, including proposed resolutions regarding the Rights Issue,
the Warrants and the Convertible Loan, is expected to be sent to the
shareholders on or about 27 August 2024.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, have been engaged
as managers for the Rights Issue (the "Managers"). Advokatfirmaet CLP DA is
acting as legal advisor to the Company, and Advokatfirmaet BAHR AS is acting as
legal advisor to the Managers.
Underwriting:
Pursuant to, and subject to, the terms and conditions of the underwriting
agreements between the Company and the Underwriters (the "Underwriting
Agreements"), the Underwriters have undertaken on a pro-rata basis (not jointly)
to underwrite an aggregate subscription amount in the Rights Issue of the
NOK-equivalent of up to USD 60 million (the "Total Underwriting Obligation"),
subject to potential reduction for Condire and Nordlaks described below. Any New
Shares subscribed in the Rights Issue will reduce the underwriting commitment of
the Underwriters but not pre-commitments from existing shareholders. Each
Underwriter is entitled to an underwriting fee of 10% of its respective
underwriting obligation, to be settled in new shares in the Company issued at
the subscription price in the Rights Issue (the "Underwriting Fee"). Further,
each Underwriter is entitled to Warrants as set out in a separate section of
this stock exchange notice. The selection of shareholders who have been invited
to underwrite has been based on objective criteria. The Underwriters have
undertaken to vote any shares held by them at the time of the EGM in favor of
the Transaction.
The Underwriters include, but are not limited to, the investors listed below:
o Nordlaks Holding AS (owning 12.95% of the Company) expects to participate in
the underwriting consortium with the NOK-equivalent of USD 15 million in the
Rights Issue.
o Condire Management LP (owning 12.48% of the Company) expects to participate in
the underwriting consortium with the NOK-equivalent of USD 15 million in the
Rights Issue.
o Strawberry Capital AS, (owning 8.57% of the Company) expects to participate in
the underwriting consortium with the NOK-equivalent of USD 5 million in the
Rights Issue.
o Nokomis Capital, LLC, as external Underwriter, has undertaken to participate
in the underwriting consortium with the NOK-equivalent of USD 15 million in the
Rights Issue.
A complete list of Underwriters will be provided in conjunction with the
Company's EGM and in the Prospectus (defined below).
The underwritings and pre-commitments made by Nordlaks and Condire to subscribe
for New Shares are limited such that their holding of shares shall not exceed
19.99%, and any remaining underwriting and pre-commitments by Nordlaks and
Condire shall be satisfied in the form of addition to the Convertible Loan as
described below (the "Adjustment Mechanism"). Any such settlement in the
Convertible Loan is dependent on the level of use of preferential subscription
rights used by other shareholders, and any settlement into the Convertible Loan
will reduce the overall size of the Rights Issue on a dollar-for-dollar basis.
Subscription price, subscription rights, Warrants and proceeds:
The subscription price for the New Shares to be issued in the Rights Issue is
proposed set to NOK 0.10 per New Share. The exact number of New Shares to be
issued and the final size of the share capital increase will be proposed by the
board of directors to the EGM. A new face value of the shares will also be
proposed at the EGM.
Pursuant to section 10-4 of the Norwegian Public Limited Companies Act, the
shareholders of the Company at the date of the EGM, and who are not resident in
a jurisdiction where such offering would be unlawful or, (in jurisdictions other
than Norway) require any prospectus, filing, registration or similar action,
will be granted a preferential right to subscribe for and be allocated the New
Shares in proportion to the number of shares in the Company they own as of that
date, and will according to the board of directors' proposal receive
subscription rights proportionate to their existing shareholding as registered
in the Company's shareholder register in the Norwegian Central Securities
Depository (the VPS) at the expiry of the date of the EGM, currently expected 17
September 2024. Provided that a purchase of shares is made with ordinary T+2
settlement, shares purchased up to and including 17 September 2024 will give the
right to receive subscription rights, whereas shares purchased from and
including 18 September 2024, will not give the right to receive subscription
rights. The subscription rights will be sought tradable and listed on the Oslo
Stock Exchange from and including the first day of the subscription period and
until 16:30 (Oslo time) four trading days prior to the expiry of the
subscription period. Over-subscription and subscription without subscription
rights will be permitted.
The subscribers in the Rights Issue and Convertible Loan, and the Underwriters,
will without cost be allocated Warrants as follows:
o 0.5 tradeable Warrant will be issued for every underwritten offer share in the
Rights Issue (rounded down to the nearest whole number of Warrants)