Beskrivning
Land | USA |
---|---|
Lista | OB Match |
Sektor | Handel & varor |
Industri | Dagligvaror |
2024-09-13 18:39:19
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, FL, 13 September 2024
Reference is made to the stock exchange notice from Atlantic Sapphire ASA
("Atlantic Sapphire" or the "Company", and together with its consolidated
subsidiaries, the "Group") on 20 August 2024 regarding an underwritten rights
issue of new shares (the "Offer Shares") with preferential subscription rights
for existing shareholders (the "Rights Issue") and a directed convertible loan
issue of minimum USD 20 million (the "Convertible Loan"). In connection with the
Rights issue, it has also been proposed to issue independent subscription rights
("Warrants") as further described in the stock exchange notice dated 20 August
2024.
Following discussions with the underwriting consortium for the Rights Issue
(jointly, the "Underwriters"), the Company's Board of Directors (the "Board")
has today resolved to propose an increase of the size of the Rights Issue from
the NOK-equivalent of USD 60 million to the NOK-equivalent of USD 64 million.
This change is proposed in order to provide the Company with additional buffer
capital.
The underwriting of the Rights Issue will not be affected by the increase in
transaction size, and the underwritten amount will still be the NOK equivalent
of USD 60 million.
Further, the Company has given the Underwriters the possibility of settling
their subscriptions for Offer Shares by a contribution in-kind of approx. USD
0.00935 per Offer Share. Most of the Group's income and expenses is in USD, and
it is therefore beneficial for the Company to receive a portion of the funds
from the Rights Issue in USD, thereby reducing currency exchange exposure. Three
Underwriters have accepted this offer, for an aggregate subscription amount of
up to approximately USD 31.69 million. The amount of USD to be contributed to
the Company will depend on the final allocation of Offer Shares.
Similarly, the Board will propose that loan amounts under the Convertible Loan
shall be settled by payment in NOK for Nordlaks Holding AS and in USD for
Condire Management L.P.
For calculating the amount of USD required to be contributed per Offer Share in
order to cover the subscription price of NOK 0.10 per Offer Share, the Company
has applied an exchange rate for USD:NOK of 1:10.695.
The Board will also apply this exchange rate to convert other USD amounts
related to the Rights Issue and the Convertible Loan to NOK amounts.
Based on the above, the Board proposes the following revisions to the proposed
resolutions to the extraordinary general meeting to be held on 17 September 2024
(the "EGM"):
- Agenda item 4 (Rights Issue): The Board proposes that the Company's share
capital is increased with minimum NOK 263,388,692.60 and maximum NOK
342,240,000.00, by issuance of minimum 5,267,773,852 Offer Shares and maximum
6,844,800,000 Offer Shares. In addition, the Board proposes that subscriptions
shall, for certain of the Underwriters, be settled by contribution in-kind in
the form of USD for an aggregate subscription amount of up to approximately USD
31.69 million