Reference is made to the stock exchange announcement by Salmon Evolution Holding AS (“Salmon Evolution” or the “Company”) published on 10 March 2021, regarding a contemplated private placement of new ordinary shares in the Company (the “Private Placement”).

The Company is pleased to announce that the Private Placement has been successfully placed through the conditional allocation of 83,33,333 shares (the “New Shares”), each at a subscription price of NOK 6.00 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 500 million.

The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality institutional investors and was significantly oversubscribed. The following primary insiders and their close associates (PDMR/PCA) were allocated shares in the Private Placement:

In connection with the Company’s shares being admitted to trading on Euronext Growth (Oslo) on 18 September 2020, members of the Company’s board and management as well as certain other large shareholders entered into a lock-up undertaking for a period of 6 – 12 months from the Company’s first day of trading on Euronext Growth, applicable to any shares held by them or acquired during the lock-up period. Such lock-up will accordingly also apply to any New Shares allocated to the relevant shareholders.

The net proceeds from the Private placement will be used to (i) fully fund part of the Company’s currently estimated project costs for Phase 1 at Indre Harøy, subject to finalisation and availability of debt facilities, (ii) fully fund the Company’s currently estimated equity need of approx. NOK 200 million for the announced contemplated joint venture in South Korea, subject to inter alia finalisation of agreements, project plan and availability of debt financing, and (iii) general corporate purposes.

Completion of the Private Placement is following the Board’s resolution to consummate the Private Placement and conditionally allocate the New Share subject to (i) the extraordinary general meeting in the Company expected to be held on or about 18 March 2021 (the “EGM“) granting an authorisation to the Board to issue the New Shares and the shares in the Subsequent Offering (as defined below) as the case may be, resolving to convert the Company to a public limited liability company (“ASA“) and resolving changes to the Board (jointly the “EGM Resolutions”) as well as registration with the Norwegian Register of Business Enterprises (“BRREG”) of the same, (ii) the Board resolving to issue the New Shares pursuant to the registered authorisation granted by the EGM, and (iii) registration of the share capital increase pertaining to the Private Placement with the BRREG (jointly, the “Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the offering may be revoked or suspended without any compensation to applicants. Investors being  allocated shares  in the  Private Placement and who hold shares  in the  Company as  of the  date of  the EGM  have undertaken to vote in favour  of the Private Placement and  any Subsequent Offering (as defined below) at  the  EGM.  A  separate  notice  of  the  EGM is expected to be announced and distributed on or about 11 March 2021.

Notices  of conditional allocation of New  Shares are expected to be distributed to the investors on or about 11 March 2021. The Managers expect to issue notifications with  payment instructions for  the Private Placement  immediately after the Board having resolved to issue the New Shares pursuant to the registered authorisation expected to be granted by the EGM. Subject to satisfaction of the Conditions and handling time for registration in BRREG, settlement is expected to take place on or about 23 March 2021 on a delivery versus payment basis, facilitated by a by a pre-funding agreement expected to be entered into between the Company and the Managers.

Following completion of the Private Placement, the Company will have a share capital of NOK 15,153,221 divided 303,064,421 shares, each with a nominal value of NOK 0.05.

The   Private   Placement  involves  the  setting  aside  of  the  shareholders’ preferential rights to subscribe for the New Shares. The Board of Directors is of the opinion that the Private Placement is in compliance with the equal treatment obligations under the Norwegian Securities Trading Act and applicable stock exchange rules. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement, in view of the current market conditions and the growth opportunities currently available to the Company. A private placement enables the Company to raise capital in an efficient manner, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings and the Private Placement is structured to ensure that a market based subscription price is achieved.

The Company reserves the right, at any time and for any reason, to cancel the Private Placement prior to completion. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.

In connection with the Company’s contemplated conversion to an ASA, the Board will propose to the EGM certain amendments to the current Board composition to comply with the ASA requirements. As a result, Frode Håkon Kjølås is expected to resign from the Board and each of Janne Grethe Strand Aasnæs and Ingvild Vartdal are expected to be appointed as new Board members, all subject to completion of the Private Placement and conversion of the Company to an ASA.

Subject to, inter alia, completion of the Private Placement, the EGM Resolution, prevailing market price of the Company’s shares (i.e. the prevailing market price of the Company’s shares being higher than the Subscription Price) and approval of a prospectus by the Norwegian Financial Supervisory Authority (the “Prospectus“), the Company will carry out a subsequent offering (the “Subsequent Offering”) of up to 8,333,333 new shares in the Company. A Subsequent Offering will (if resolved), on the basis of the Prospectus be directed towards eligible shareholders who (i) are shareholders in the Company as of 10 March 2021, as registered as shareholders in the Company’s register of shareholders with the Norwegian Central Securities Depositary (Nw. Verdipapirsentralen) (the “VPS”) as of 12 March 2021, (ii) are not allocated shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require any prospectus, filing, registration or similar action (the “Eligible Shareholders”). The Eligible Shareholders are expected to be granted non-tradable subscription rights. The subscription period in the Subsequent Offering is expected to commence shortly after publication of a prospectus, expected during Q2 2021. The subscription price in the Subsequent Offering will be the same as in the Private Placement. The Company will issue a separate stock exchange notice with further details and information for the participation in the Subsequent Offering if and when finally resolved.

Listing on Oslo Børs

The board has resolved to initiate a process for applying for an up-listing of the Company’s Shares to Oslo Børs (or alternatively Euronext Expand) and aims to complete such up-listing during 2021, subject to prevailing market conditions and the reasonable possibility of satisfying applicable listing criteria (including necessary approvals by inter alia Oslo Børs and the Financial Supervisory Authority of Norway).

Advisors:

The Company has appointed DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS to act as Joint Global Coordinators and Joint Bookrunners in the Private Placement and Sparebank 1 Markets AS as Joint Bookrunner. Advokatfirmaet BAHR AS is acting as legal advisor to the Company, while Wikborg Rein Advokatfirma AS is acting as legal advisor to the Managers.