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Kursutveckling och likviditet under dagen för detta pressmeddelande

Kalender

2022-11-17 Kvartalsrapport 2022-Q3
2022-08-18 Kvartalsrapport 2022-Q2
2022-07-04 15-6 2022
2022-06-27 Extra Bolagsstämma 2022
2022-06-24 Ordinarie utdelning KAL 0.00 NOK
2022-06-23 Årsstämma 2022
2022-05-19 Kvartalsrapport 2022-Q1
2022-02-17 Bokslutskommuniké 2021
2021-11-11 Kvartalsrapport 2021-Q3
2021-11-01 Extra Bolagsstämma 2021
2021-08-11 Kvartalsrapport 2021-Q2
2021-06-24 Ordinarie utdelning KAL 0.00 NOK
2021-06-23 Årsstämma 2021
2021-05-12 Kvartalsrapport 2021-Q1
2021-02-24 Bokslutskommuniké 2020
2020-11-30 Extra Bolagsstämma 2020
2020-10-23 Extra Bolagsstämma
2020-06-10 Årsstämma 1

Beskrivning

LandUSA
ListaEuronext Growth Oslo
SektorIndustri
IndustriJordbruk
Kalera är verksamma inom livsmedelsbranschen. Bolaget är en teknisk utvecklare och leverantör av system för odling. Systemen används för att justera temperatur och luftkvalitet runtom bolagets produktionsanläggningar. Exempelvis odlar bolaget sallad, örter och blommor. Kunderna består av små- och medelstora aktörer inom grossisthandeln, samt restauranger. Störst verksamhet återfinns inom den nordiska marknaden. Kalera har sitt huvudkontor i Oslo.
2021-10-07 16:30:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.

Kalera AS: Contemplated private placement

Oslo, 7 October 2021: Kalera AS ("Kalera" or the "Company") (Euronext Growth
Oslo ticker: KAL, Bloomberg: KAL NO), an industry-leading producer of leafy
greens through technologically advanced large-scale indoor farms, has engaged
DNB Markets, a part of DNB Bank ASA and Pareto Securities AS (the "Managers") to
advise on and effect a contemplated private placement of new shares (the "New
Shares") to raise gross proceeds of up to NOK 300 million (approx. USD 35
million) (the "Private Placement").

The Company intends to use the net proceeds from the Private Placement (i) to
finance repayment of a USD 34 million loan raised in connection with the
Company's acquisition of &ever GmbH, and (ii) for general corporate purposes.

Canica AS and Macama AS have pre-committed to subscribe for, and will be
allocated, New Shares for NOK 26 million and NOK 10 million, respectively in the
Private Placement.

The price per New Share in the Private Placement (the "Offer Price") will be
determined by the board of directors of the Company (the "Board") following an
accelerated bookbuilding process. The bookbuilding period for the Private
Placement will commence today, 7 October 2021, at 16:30 hours CEST and is
expected to close on 8 October 2021 at 08:00 hours CEST. The Company, after
consultation with the Managers, may however, at any time in its sole discretion
and on short notice resolve to close or extend the bookbuilding period. If the
bookbuilding period is shortened or extended, any other dates referred to herein
may be amended accordingly.

The Private Placement will be directed towards Norwegian and international
investors, 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. The Company may however, at its sole discretion, allocate amounts below
the NOK equivalent of EUR 100,000 to the extent exemptions from the prospectus
requirements in accordance with applicable regulations, including the Norwegian
Securities Trading Act and ancillary regulations, are available.

Allocation of the shares in the Private Placement will be determined at the end
of the bookbuilding period, and final allocation will be made by the Board at
its sole discretion, following advice from the Managers.

The Company will announce the final Offer Price and the number of New Shares
allocated in the Private Placement through a stock exchange notice expected to
be published before opening of the trading on Oslo Stock Exchange on 8 October
2021.

Settlement of the Private Placement is expected to take place on or about 12
October 2021 on a delivery versus payment basis (normal T+2) by delivery of
existing and unencumbered shares in the Company, that are already listed on
Euronext Growth Oslo, pursuant to a share lending agreement between the
Managers, the Company, Canica AS and Macama AS. The shares delivered to
investors are thus expected to be tradable upon allocation (on or about 8
October 2021). The Managers will settle the share loan with the New Shares in
the Company to be issued in connection with the Private Placement.

Subject to completion of the Private Placement the Company has agreed to a
lock-up period ending on the earlier of (i) 6 months after the Private Placement
and (ii) the planned US listing of the Company.
Completion of the Private Placement by delivery of New Shares to investors is
subject to the corporate resolutions of the Company required to implement the
Private Placement, including a resolution of the Board to proceed with the
Private Placement following the expiry of the bookbuilding period and to
increase the share capital of the Company by the issuance of the New Shares
pursuant to the authorisation granted by the Company's general meeting on 23
June 2021. The Board reserves the right to cancel the Private Placement at any
time and for any reason prior to delivery of the New Shares.

The Board has considered the structure of the contemplated capital raise in
light of the requirements in the Norwegian Private Limited Companies Act on
equal treatment of shareholders and the prohibition against giving anyone an
unreasonable advantage at the Company's or the shareholders' expense, the rules
on equal treatment under the Norwegian Securities Trading Act and Oslo Rule Book
II for companies listed on Euronext Growth Oslo and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment, and the Board's preliminary
conclusion is that the proposed Private Placement is in compliance with these
requirements, rules and guidelines. By structuring the transaction as a private
placement, the Company will be in a position to raise capital in an efficient
manner, with a lower discount to the current trading price and with
significantly lower completion risks compared to a rights issue. In addition,
the Private Placement has been pre-sounded on a wall crossed basis and will be
subject to marketing through a publicly announced bookbuilding process managed
by two leading investment banks, and a market-based Offer Price should therefore
be achieved. The Board also aims to widen and strengthen the Company's
shareholder base by completing the transaction as a private placement.
Furthermore, the number of New Shares to be issued in connection with the
contemplated Private Placement represents a limited dilution of existing
shareholders not participating in the Private Placement. On this basis and based
on an assessment of the current equity markets, the Board has considered the
Private Placement to be in the best interest of the Company and its
shareholders. The Board will revisit its conclusion in a board meeting following
the bookbuilding in the Private Placement and prior to issuance of the New
Shares.

An updated Company presentation is attached hereto.

Advisors:

DNB Markets, a part of DNB Bank ASA and Pareto Securities AS are acting as Joint
Global Coordinators and Joint Bookrunners in connection with the Private
Placement. Advokatfirmaet Thommessen AS is acting as legal advisor to the
Company, and Wikborg Rein Advokatfirma AS is acting as legal advisor to the
Managers.


For more information, please contact:

Bjørge Gretland, Chairman
Email: bgretland@kalera.com

Daniel Malechuk, CEO
Phone: +1 407 574 2382
Email: dmalechuk@kalera.com

Kalera in brief:

The Kalera Group is a vertical farming group headquartered in Orlando, Florida.
Kalera uses technology to ensure that more people around the world have access
to the freshest, most nutritious, and cleanest products possible. It has spent
several years optimizing plant nutrient formulas and developing an advanced
automation and data acquisition system with Internet of Things, cloud, big data
analytics and artificial intelligence. Kalera currently operates farms in the US
(Orlando, Florida, Atlanta, Georgia and Houston, Texas), Kuwait and Germany and
the company has plans to open more farms in the US and also in both the Middle
East and Asia in the coming months. More information is available at
www.kalera.com.

---
This announcement is considered to include inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 of the Norwegian Securities Trading Act. This announcement was
published by Rune Damm, on 7 October 2021 at 16:30 CEST.

Important notice:
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. Copies of
this announcement are not being made and may not be distributed or sent into any
jurisdiction in which such distribution would be unlawful or would require
registration or other measures.

The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.

In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons
in the United Kingdom that are (i) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
relevant persons and will be engaged in only with relevant persons. Persons
distributing this communication must satisfy themselves that it is lawful to do
so.

Matters discussed in this announcement may constitute forward-looking
statements. Forward-looking statements are statements that are not historical
facts and may be identified by words such as "believe", "expect", "anticipate",
"strategy", "intends", "estimate", "will", "may", "continue", "should" and
similar expressions. Any forward-looking statements in this release are based
upon various assumptions, many of which are based, in turn, upon further
assumptions. Although the Company believe that these assumptions were reasonable
when made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict, and are beyond its control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in the general economic,
political and market conditions in the markets in which the Company operates,
the Company's ability to attract, retain and motivate qualified personnel,
changes in the Company's ability to engage in commercially acceptable
acquisitions and strategic investments, and changes in laws and regulation and
the potential impact of legal proceedings and actions. Such risks,
uncertainties, contingencies and other important factors could cause actual
events to differ materially from the expectations expressed or implied in this
release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.

The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.

Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.

This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor any of its affiliates accepts any liability arising from the use of
this announcement.

The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.