Reference is made to the stock exchange notice by Salmon Evolution ASA (“Salmon Evolution” or the “Company“) on 5 April 2022 at 16:30 (CEST) announcing a contemplated private placement (the “Private Placement“) of new ordinary shares in the Company (the “Offer Shares“), raising gross proceeds of approximately NOK 250 – 300 million (“Offer Size”).
The Company is pleased to announce that the Private Placement has been successfully placed and that the Company’s board of directors (the “Board”) has allocated 33,333,333 Offer Shares at a subscription price of NOK 9.00 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 300 million.
ABG Sundal Collier ASA, DNB Markets (a part of DNB Bank ASA), Nordea Bank Abp (filial i Norge) and Pareto Securities AS acted as joint bookrunners (together the “Managers“) in connection with the Private Placement.
The Private Placement attracted strong interest from Norwegian, Nordic and international high-quality investors and was significantly oversubscribed.
The net proceeds from the Private Placement will be used to (i) to partly fund the second phase of the salmon farming facility at Indre Harøy; (ii) to expand the capacity at the smolt facility Kraft Laks AS; and (iii) for general corporate purposes. If the EGM (as defined below) does not approve the issuance of the Offer Shares in Tranche 2 (as defined below), the Company will not receive any proceeds from the sale of Offer Shares in Tranche 2. The effective reduction in proceeds to the Company will in such event be allocated both to the Indre Harøy phase 2 funding and the Kraft Laks expansion. For the latter, the Company will seek to portion out the smolt build-out and potentially partly rely upon external sourcing of smolt for a period of time. It is emphasised that no decision for commencing the Phase 2 project has been made, and reference is made to the Company announcement dated 7 February 2022 and 10 February 2022 for further information.
Allocations and settlement instructions for the Private Placement will be notified to the applicants by the Managers on or about 6 April 2022. Settlement of the Private Placement is expected to take place on or about 8 April 2022 on a delivery versus payment basis.
The Offer Shares have been allocated in two tranches as follows: one tranche with 22,574,374 Offer Shares (“Tranche 1”) and a second tranche with 10,758,959 Offer Shares (“Tranche 2”). Both Tranche 1 and Tranche 2 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, the Managers, Stette Invest AS, Rofisk AS and Ronja Capital II AS. The Offer Shares allocated to applicants in both Tranche 1 and Tranche 2 will thus be tradable from notification of allocation.
The Board has accordingly resolved to increase the Company’s share capital by NOK 1,128,718.70, by issuing 22,574,374 new shares pertaining to the Offer Shares allocated in Tranche 1, pursuant to the authorisation (the “Board Authorisation”) granted to the Board by the Company’s annual general meeting held on 19 May 2021. 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 29 April 2022 (the “EGM”). The Board will call for the EGM by separate announcement, on or about 7 April 2022.
The Tranche 1 portion of the Share Loan will be settled with new shares in the Company to be issued following settlement of the Private Placement and registration of the share capital increase pertaining to Tranche 1 in the NRBE. Stette Invest AS and Rofisk AS’ portion of the Share Loan will be settled in full in connection with the settlement of the Tranche 1 portion of the Share Loan. The Tranche 2 portion of the Share Loan is with Ronja Capital II AS only and 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 equal to the Offer Shares allocated in Tranche 2 multiplied with the Offer Price if, and only if, the EGM does not approve Tranche 2. Tranche 2 may thus end up being 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 circumstance. Therefore, completion of both Tranche 1 and Tranche 2 by delivery of Offer Shares to applicants will not be subject to approval by the EGM and the Private Placement investors’ acquisition of Offer Shares allocated to them in Tranche 1 and Tranche 2 will remain final and binding and cannot be revoked, cancelled or terminated by the respective investors if, for whatever reason, the EGM does not approve the issue of new shares in Tranche 2. By applying for Offer Shares in the Private Placement, the applicants allocated Offer Shares in the Private Placement have undertaken to vote in favour of the approval of Tranche 2, and if applicable the Subsequent Offering (as defined below), at the EGM. Such undertakings apply to all shares in the Company held or controlled by the applicants (directly or indirectly) at the date of the EGM.
Following the registration of the share capital increase pertaining to Tranche 1 in the Norwegian Register of Business Enterprises (“NRBE”), the Company’s share capital will be NOK 16,749,793.15 consisting of 334,995,863 ordinary shares each with a parvalue of NOK 0.05.
Subject to successful completion of the Private Placement, including the EGM’ approval of Tranche 2, the Company will, following registration of the new share capital pertaining to both Tranche 1 and Tranche 2 in the NRBE, have a share capital of NOK 17,287,741.10, divided into 345,754,822 shares, each having a par value of NOK 0.05.
The Private Placement entails a deviation of the existing shareholders preferential rights. The Board has considered the structure of the private placement of new shares in light of the equal treatment obligations under the Norwegian Public Limited Companies Act, the Norwegian Securities Trading Act and the rules on equal treatment under Oslo Rule Book II for companies listed on the Oslo Stock Exchange and the Oslo Stock Exchange’s Guidelines on the rule of equal treatment, and is of the opinion that the Private Placement is in compliance with these requirements. 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, and the Private Placement is structured to ensure that a market based subscription price is achieved. Based on this, the Board agreed not to conduct a subsequent offering directed towards shareholders not participating in the Private Placement.
Advisors
The Company has appointed ABG Sundal Collier ASA, DNB Markets (a part of DNB Bank ASA), Nordea Bank Abp (filial i Norge) and Pareto Securities AS as Joint Bookrunners. Advokatfirmaet BAHR AS is acting as legal advisor to the Company
For more information, please contact:
Håkon André Berg, CEO (+47 411 92 257)
Trond Håkon Schaug-Pettersen, CFO (+47 911 91 327)
About Salmon Evolution
Salmon Evolution is a Norwegian land-based salmon farming company focused 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 under construction at Indre Harøy, strategically located on the Norwegian west coast with unlimited access to fresh seawater, renewable energy, established infrastructure for salmon farming, and an educated and experienced work force. The entire project is designed for an annual capacity of approx. 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.
Salmon Evolution ASA is listed on Oslo Børs under the ticker SALME.