Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2024-01-25 10:07:02
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 - 25 January 2024. 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").
In accordance with the authorization to increase the Company's share capital
granted to the board of directors at the Company's annual general meeting held
on 3 January 2024, the board of directors has today resolved to carry out the
Subsequent Offering and to increase the share capital of the Company by a
minimum of NOK 0.10 and a maximum of NOK 1,250,000, through the issuance of a
minimum of 1 new share and a maximum of 12,500,000 new shares, each with a
nominal value of NOK 0.10 and with a subscription price of NOK 2.00 (the
"Subscription Price").
The resolution is conditional on the registration of a prospectus prepared for
offering of new shares to eligible shareholders in the Subsequent Offering with
the Norwegian Register of Business Enterprises (the "Prospectus"). It is
expected that the Prospectus will be registered on or about 29 January 2024,
and that the subscription period in the Subsequent Offering will commence at
09:00 hours (CET) on 30 January 2024 and end at 16:30 hours (CET) on 6 February
2024.
The shareholders of the Company as of 14 December 2023 (being registered as such
in Euronext VPS, the Norwegian Central Securities Depository (the "VPS") on 18
December 2023 pursuant to the VPS' standard two days' settlement procedure (the
"Record Date")), 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"), will be granted non-tradeable subscription
rights (the "Subscription Rights") that, subject to applicable law, give a right
to subscribe for and be allocated shares in the Subsequent Offering at the
Subscription Price. The Subscription Rights will be registered on each Eligible
Shareholder's VPS account. The board of directors may, at its sole discretion,
resolve exemptions from the eligibility criteria.
The Eligible Shareholders will be granted 0.61065 Subscription Rights for each
existing share in the Company registered as held by such Eligible Shareholder as
of the Record Date, rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable law, give the right to subscribe
for and be allocated one (1) share in the Subsequent Offering. Over-subscription
will be permitted. Subscription without Subscription Rights will not be
permitted.
Allocation of the new shares in the Subsequent Offering is expected to take
place on or about 6 February 2024, and the new shares are expected to be
delivered on or about 16 February 2024 (subject to timely payment of the
Subscription Price and registration of the share capital increase pertaining to
the Subsequent Offering with the Norwegian Register of Business Enterprises).
Further information regarding the Subsequent Offering will be set out in the
Prospectus.
ABG Sundal Collier ASA and Pareto Securities AS are acting as managers
("Managers") in the Subsequent Offering. Advokatfirmaet Thommessen AS is acting
as legal advisor to the Company in relation to 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 INFORMATION
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. 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. No reliance may be placed for any purpose on
the information contained in this announcement or its accuracy, fairness or
completeness. Neither the Managers nor any of its affiliates accepts any
liability arising from the use of this announcement.
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. Neither
this announcement nor the information contained herein is for publication,
distribution or release, in whole or in part, directly or indirectly, in or into
or from the United States (including its territories and possessions, any State
of the United States and the District of Columbia), Australia, Canada, Japan,
Hong Kong, South Africa or any other jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The
publication, distribution or release of this announcement may be restricted by
law in certain jurisdictions and persons into whose possession any document or
other information referred to herein should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.
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.
Any offering of the securities referred to in this announcement will be made by
means of a set of subscription materials provided to potential investors.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the aforementioned
subscription material.
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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (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.
This announcement is made by, and is the responsibility of, the Company. The
Managers and their respective affiliates are acting exclusively for the Company
and no-one else in connection with the Subsequent Offering. The Managers will
not regard any other person as its respective clients in relation to the
Subsequent Offering and will not be responsible to anyone other than the
Company, for providing the protections afforded to their respective clients, nor
for providing advice in relation to the Subsequent Offering, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.
In connection with the Subsequent Offering, the Managers and any of their
respective affiliates, acting as investors for their own accounts, may subscribe
for or purchase shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and other
securities of the Company or related investments in connection with the
Subsequent Offering or otherwise. Accordingly, references in any subscription
materials to the shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer to, or
subscription, acquisition, placing or dealing by, the Managers and any of their
respective affiliates acting as investors for their own accounts. The Managers
does not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations 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", "aim", "expect",
"anticipate", "intend", "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 believes 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.
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. Forward-looking
statements speak only as of the date they are made and cannot be relied upon as
a guide to future performance. The Company, the Managers and their respective
affiliates expressly disclaims any obligation or undertaking to update, review
or revise any forward-looking statement contained in this announcement whether
as a result of new information, future developments or otherwise. The
information, opinions and forward-looking statements contained in this
announcement speak only as at its date and are subject to change without notice.