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Salmon Evolution ASA: Private placement successfully placed

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 18 April 2023 regarding a contemplated private placement (the “Private Placement”) of new shares.

The book-building process for the Private Placement has been successfully completed, raising gross proceeds of NOK 525 million, through the allocation of 68,181,818 new shares in the Company (the “Offer Shares”), each at a subscription price of NOK 7.7 per Offer Share (the “Offer Price”).

The following primary insiders (PDMRs) of the Company and their closely associated companies were allocated Offer Shares at the Offer Price as follows:

Settlement and Dates

The Private Placement consists of one tranche of 51,863,220 Offer Shares (“Tranche 1“) and a second tranche of 16,318,598 Offer Shares (“Tranche 2“).

The board of directors (the “Board”) has resolved to increase the Company’s share capital by NOK 2,593,161, by issuing 51,863,220 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the Board authorization to issue new shares (the “Board Authorisation“) granted by the Company’s annual general meeting held on 14 June 2022 and delivery versus payment (DVP) settlement is expected to be facilitated by a pre-funding agreement between the Company and the Managers (the “Pre-funding Agreement”).

Offer Shares in Tranche 2 is will be settled with existing and unencumbered shares in the Company, that are already listed on Oslo Børs, pursuant to a share lending agreement (the “Share Loan”) between the Company, DNB Markets, a part of DNB Bank ASA (on behalf of the Managers) and Ronja Capital II AS as share lender.

The Offer Shares allocated to applicants in both Tranche 1 and Tranche 2 will be tradable after the announcement of the share capital increase pertaining to Tranche 1 has been registered with the Norwegian Register of Business Enterprises (the “NRBE”), which is expected on or about 20 April 2023 (T+1). Applicants being allocated Offer Shares in the Private Placement (“Applicants”) will receive a pro-rata portion of Offer Shares in Tranche 1 and Tranche 2 based on their overall allocation in the Private Placement.

Notices of allocation of Offer Shares in Tranche 1 and Tranche 2 are expected to be distributed to the Applicants on 19 April 2023 (T). Settlement of Offer Shares in Tranche 1 and Tranche 2 is expected to take place on or about 21 April 2023 (T+2) on a delivery versus payment basis.

The issue of new shares pertaining to the Offer Shares allocated in Tranche 2 is subject to approval of the Company’s extraordinary general meeting expected to be held on or about 11 May 2023 (the “EGM“). The Board will call for the EGM by separate announcement, on or about 19 April 2023. Applicants being allocated Offer Shares in the Private Placement and who hold shares in the Company as of the date of the EGM have undertaken to vote at the EGM in favour of the share capital increase and issuance of the Offer Shares in Tranche 2 of the Private Placement, as well as the possible share capital increase and issuance of shares in a Subsequent Offering (as defined below).

The Share Loan will be settled with either: (i) new shares in the Company to be issued following, and subject to, approval of Tranche 2 by the EGM; or (ii) cash to Ronja Capital II AS under the Share Loan (equal to the Offer Shares allocated in Tranche 2 multiplied with the Offer Price) if the EGM does not approve Tranche 2. Tranche 2 may thus result in a sale of existing shares by Ronja Capital II AS if the EGM does not approve Tranche 2. Consequently, if the EGM does not approve Tranche 2, the proceeds from the sale of Offer Shares in Tranche 2 will be for the benefit of Ronja Capital II AS, and the Company will not receive any proceeds from Tranche 2 in such scenario.

Following registration of the share capital increase pertaining to Offer Shares in Tranche 1, the issued share capital of the Company is expected to be NOK 19,880,902.10 comprising 397,618,042 shares, each with a nominal value of NOK 0.05. Following registration of the share capital increase pertaining to Offer Shares in Tranche 2, the issued share capital of the Company is expected to be NOK 20,696,832 comprising 413,936,640 shares, each with a nominal value of NOK 0.05.

Conditions for Completion

Completion of Tranche 1 and Tranche 2 by delivery of the Offer Shares to Applicants is subject to: (i) the Board resolving to proceed with the Private Placement and to allocate the Offer Shares; (ii) the Board resolving the issuance of new shares pertaining to Tranche 1 pursuant to the Board Authorisation and the registration of the share capital increase pertaining to Tranche 1 in the NRBE; and (iii) the Board resolving to call for the EGM to (among others) propose to resolve the issuance of the new shares pertaining to Tranche 2.

The issue of new shares in Tranche 2 is conditional upon the EGM approving Tranche 2 and the share capital increase pertaining to Tranche 2 being registered with the NRBE. Completion of Tranche 1 and Tranche 2 by delivery of Offer Shares to Applicants is not conditional upon the EGM’s approval of Tranche 2. Applicants’ acquisition of Offer Shares in Tranche 1 and Tranche 2 will remain final and binding and cannot be revoked, canceled or terminated by the respective investors if new shares in Tranche 2 are not issued due to the EGM does not approve the issue of new shares in Tranche 2 or for other reasons.

Equal Treatment

The Private Placement involves that the shareholders’ preferential rights to subscribe for and being allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment. 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. A private placement enables the Company to secure estimated equity financing in relation to phase 2 build-out on Indre Harøy quickly. Further, a private placement will reduce execution and completion risk and allows for the Company to raise capital more efficiently, which is particularly important in light of the ability to utilize current market conditions, raise capital at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. In addition, Eligible Shareholders (as defined below) that were not allocated shares in the Private Placement will be able to participate in the Subsequent Offering (as defined and described below).

Subsequent Offering

Subject to, inter alia, completion of the Private Placement, approval by the EGM, approval and publication of a prospectus and prevailing market price of the Company’s shares being higher than the Offer Price as determined by the Board, the Board proposes to carry out a subsequent offering of up to 6,500,000 new shares at the Offer Price (the “Subsequent Offering”). A Subsequent Offering shall, if made, and on the basis of the prospectus, be directed towards existing shareholders in the Company as of 18 April 2023, as registered in the Company’s register of shareholders with Euronext Securities Oslo on 20 April 2023, and who (i) are not allocated Offer Shares in the Private Placement, and (ii) 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 a Subsequent Offering is expected to commence shortly after publication of the prospectus, currently expected to start ultimo May 2023. The Company will issue a separate stock exchange notice with further details on the Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or to cancel the Subsequent Offering.

Advisors

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.

 

For more information, please contact:

Trond Håkon Schaug-Pettersen, CEO: +47 911 91 327

 

About Salmon Evolution

Salmon Evolution is a Norwegian land-based salmon farming company targeting a production capacity of 100,000 tonnes HOG by 2032. The Company’s core focus is on extending the ocean’s potential by transferring the best preconditions offered by the sea to farm fish on land through its chosen hybrid flow-through system technology (HFS). This secures a truly sustainable production process with controlled and optimal growth conditions and limiting operational and biological risk.

The Company’s first production facility is strategically located at Indre Harøy on the Norwegian west coast with unlimited access to fresh seawater, renewable energy, established infrastructure, and an educated and experienced work force. Phase 1 is already in operation and will have an annual capacity of 7,900 tonnes HOG at steady state. Fully developed, the Indre Harøy facility will have anannual capacity of 31,500 tonnes HOG.

The Company has also entered into a joint venture with Dongwon Industries where the parties will develop, construct and operate a land-based salmon farming facility in South Korea with an annual production capacity of 16,800 tonnes HOG, using Salmon Evolution’s chosen HFS technology.

Furthermore, Salmon Evolution has initiated a process with the aim of establishing a land-based salmon farming operation in North America.

Salmon Evolution ASA is listed on Oslo Børs under the ticker SALME.

To learn more, please visit www.salmonevolution.no

IMPORTANT NOTICE

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility 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.

This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including the United States, Australia, Canada, Japan, Hong Kong or South Africa or any jurisdiction to whom or in which such offer or solicitation is unlawful.

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 “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable U.S. state securities laws. The Company do not intend to register any securities referred to herein in the United States or to conduct a public offering of securities in the United States.

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 Qualified Investors and 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 to 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 affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement 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 Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Private Placement, the Managers and any of their 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 Private Placement 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, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do 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”, “aims”, “expect”, “anticipate”, “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 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, each of 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.

This announcement is for information purposes only. It does not purport to be complete, and it 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 their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.

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.

This information is considered to be inside information pursuant to the EU Market Abuse Regulation, and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Hans Petter Mortveit, Finance Manager in Salmon Evolution ASA on 19 April 2023 at 01:29 (Oslo time).