Kurs & Likviditet
Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2023-12-15 07:00:00
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.
Bergen, Norway/Yokohama, Japan - 15 December 2023. Reference is made to the
stock exchange announcement by Proximar Seafood AS ("Proximar" or the
"Company") on 14 December 2023 regarding a successfully completed private
placement (the "Private Placement") of 70,000,000 new shares and potential
subsequent share offering of up to 12,500,000 new shares (the "Subsequent
Offering").
The Company has, subject to completion of the Private Placement and certain
other conditions (as further set out below), decided to carry out the Subsequent
Offering of up to 12,500,000 new shares. The subscription price in the
Subsequent Offering will be NOK 2.00 per share (the "Subscription Price") which
equals the price in the Private Placement. The Subsequent Offering will, subject
to applicable securities law, be directed towards eligible existing shareholders
in the Company as of close of trading on 14 December 2023 (as registered in the
VPS on 18 December 2023), who (i) were not included in the wall-crossing phase
of the Private Placement, (ii) do not have a pro-rata share of the Private
Placement which is equal to or higher than the minimum order and allocation in
the Private Placement (0.82% of the shares outstanding in the Company), (iii)
were not allocated Offer Shares in the Private Placement, and (iv) are not
resident in a jurisdiction where such offering would be unlawful or would (in
jurisdictions other than Norway) require any prospectus, filing, registration or
similar action ("Eligible Shareholders"). However, certain exemptions with
regards to participation eligibility may occur.
The Eligible Shareholders will receive non-tradeable subscription rights based
on their registered shareholdings as of the Record Date. Oversubscription will
be allowed. Subscription without subscription rights will not be allowed.
Completion of the Subsequent Offering will, inter alia, be conditional upon (i)
completion of the Private Placement, (ii) a resolution of the extraordinary
general meeting, expected to be held on or about 2 January 2024, resolving the
share capital increases pertaining to the issuance of the new shares in the
Private Placement and authorizing the Board to resolve the Subsequent Offering
and (iii) the Board resolving to carry out the Subsequent Offering.
In accordance with the continuing obligations of companies listed on the Oslo
Stock Exchange, the following key information is given with respect to the
Subsequent Offering:
- Date on which the terms and conditions of the Subsequent Offering were
announced: 14 December 2023
- Last day including right: 14 December 2023
- Ex-date: 15 December 2023
- Record date: 18 December 2023
- Date of EGM approval: 2 January 2024
- Maximum number of new shares: 12,500,000
- Subscription Price: NOK 2.00
The date for the resolution for the issuance of the shares in the Subsequent
Offering will be determined at a later date.
The Company's Board of directors may, in its sole discretion, decide that the
Company shall not carry out the Subsequent Offering if the prevailing market
price of the Company's shares is lower than the subscription price in the
Subsequent Offering.
For more information, please contact:
Ole Christian Willumsen, CFO, Proximar Seafood AS Phone: +47 48213429 E-mail:
ocw@proximar.com.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
About Proximar Seafood:
Proximar Seafood is a Norwegian land-based salmon farming company with its first
production facility and production at the foot of Mount Fuji in Japan. The
company has inserted its fifth batch of eggs since October 2022. Through
land-based fish farming, using high-quality ground water secured close to Mount
Fuji, the company will produce fresh Atlantic Salmon, harvested the same day.
Proximar's location, near one of the world's most important fish markets,
implies significant advantages, both in terms of reduced cost and carbon
footprint.
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 and "major U.S. institutional investors" as defined in Rule
15a-6 under the United States Exchange Act of 1934.
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. The 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 their control. 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.