NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, HONG KONG, SOUTH AFRICA 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.
19 April 2023: Reference is made to the stock exchange announcement by Salmon Evolution ASA (“Salmon Evolution” or the “Company”) on 19 April 2023 regarding a successfully placed private placement of new shares in the Company (the “Private Placement”).
The Board of Directors has resolved to propose to the Company’s extraordinary general meeting that the Company carries out a subsequent offering (the “Subsequent Offering”) with gross proceeds of approximately NOK 50 million by issuing up to 6,500,000 new shares at NOK 7.70 per share, equal to the subscription price in the Private Placement.
The Subsequent Offering will, on the basis of a prospectus to be approved by the Norwegian Financial Supervisory Authority (the “Prospectus”), be directed towards eligible shareholders in the Company who are shareholders in the Company as of 18 April 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo, the central securities depositary in Norway (Nw. Verdipapirsentralen) (the “VPS”) on 20 April 2023, and who (i) were not allocated new shares in the Private Placement, and (iii) 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. Such shareholders will be granted non-tradable subscription rights to subscribe for, and, upon subscription, be allocated new shares.
In accordance with the continuing obligations for 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 for the subsequent offering were announced: 19 April 2023
- Last day of trading in the Company’s shares including subscription rights: 18 April 2023
- Ex. Date: 19 April 2023
- Record date: 20 April 2023
- Date of approval: 11 May 2023 (“EGM”)
- Maximum number of new shares to be issued: 6,500,000
- Subscription price: NOK 7.70 per share
The Subsequent Offering is subject to certain terms and conditions, including completion of the Private Placement, approval by the EGM and approval of the Prospectus. It is expected that the subscription period for the Subsequent Offering will commence in second half of May 2023.
See announcement by the Company on 19 April 2023 for further information. The Company’s board of directors may, in its sole discretion, decide that the Company shall not carry out the Subsequent Offering if, inter alia, the prevailing market price of the Company’s shares is lower than the subscription price in the Subsequent Offering.
The Company has appointed DNB Markets, a part of DNB Bank ASA, and Nordea Bank Abp. filial i Norge as Joint Global Coordinators and Joint Bookrunners, and Arctic Securities AS and Pareto Securities AS as Joint Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company.
This information is subject to the disclosure requirements pursuant to section 5 12 of the Norwegian Securities Trading Act.