SALMON EVOLUTION IN NEW SHARE ISSUE
Salmon Evolution in new share issue. Salmon Evolution Holding AS (“Salmon Evolution” or the “Company”) has engaged DNB Markets, a part of DNB Bank ASA and Pareto Securities AS as joint global coordinators and joint bookrunners and Sparebank 1 Markets AS as joint bookrunner (together the “Managers”) to advise on and effect a contemplated private placement of up to 100 million new shares in the Company (the “New Shares”), each at a subscription price of NOK 5.00 per share, raising gross proceeds of up to NOK 500 million (the “Private Placement”).
The net proceeds from the Private placement will be used to partly fund the first construction phase of the Company’s land based salmon farming facility at Indre Harøy, (the “Facility”), further develop the project and for general corporate purposes.
The price per share in the Private Placement has been set to NOK 5.00 (the “Subscription Price”), equivalent to a pre-money equity value of the Company of approximately NOK 600 million based on the 119,731,088 shares currently outstanding in the Company. Ronja Capital AS, Stette Invest AS, Farvatn Private Equity AS, Jakob Hatteland Holding AS, Kjølås Stansekniver AS and certain other existing shareholders in the Company have collectively pre-committed to subscribe for New Shares for minimum NOK 91 million at the Subscription Price in the Private Placement. Three cornerstone investors, have, subject to certain terms and conditions, undertaken to subscribe for and be allocated New Shares for NOK 170 million as follows: (i) DNB Asset Management AS has undertaken to subscribe for and be allocated New Shares for NOK 110 million; (ii) Klaveness Marine Finance AS has undertaken to subscribe for and be allocated New Shares for NOK 30 million; and (iii) companies controlled by Fredrik Cappelen, Carl Erik Krefting and Preben Rasch-Olsen have undertaken to subscribe for and be allocated New Shares for NOK 30 million.
The application period in the Private Placement will commence today, 1 September 2020 at 09:00 CEST and close on 4 September 2020 at 12:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the application period without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly. The final number of Offer Shares will be determined by the Company, in consultation with the Managers, after completion of the application period.
The Company intends to apply for, and expects, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, having its shares admitted to trading on Merkur Market, a multilateral trading facility operated by the Oslo Stock Exchange. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently anticipated to be on or about 18 September 2020.
The Private Placement will be directed towards Norwegian and international investors (a) outside the United States, subject to applicable exemptions from any prospectus and registration requirements and in reliance on Regulation S. under the U.S, Securities Act, and (b) to investors in the United States who are QIBs as defined in, and in reliance on, Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available. Further selling restrictions and transaction terms will apply.
Completion of the Private Placement is subject to (i) the corporate resolutions of the Company required to implement the Private Placement, including the Company’s board of directors’ resolution to proceed with the Private Placement and the approval from an extraordinary general meeting in the Company to be called for as soon as possible after the application period has closed, (ii) payment being received for the New Shares, and (iii) registration in the Norwegian Register of Business Enterprises of the share capital increase in the Company pursuant to the Private Placement. 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.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. 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.
Salmon Evolution Holding AS is a land-based salmon farming company with its first production facility under construction on Indre Harøy, Norway, and a global expansion plan targeting total production of approximately 70,000 tons annually in the medium- to long-term horizon. The Company utilize a hybrid flow-through system (“HFS”) supplied by Artec Aqua with 65 per cent reuse and 35 per cent supply of filtered fresh seawater securing controlled and optimal growth conditions, no risk of paracites and limited risk of diseases. The controlled production environment combined with minimal fish handling enables improved growth rate and fish health. In addition, production will provide minimal environmental impact through wastewater treatment and the reuse of marine resources.
Salmon Evolution has secured a license for 13,300 tons of maximum allowed biomass (“MAB”) on Indre Harøy in Hustadvika municipality. The facility’s location is strategically located on the Norwegian west coast with access to an educated and experienced work force, established infrastructure for salmon farming, renewable energy and unlimited fresh seawater. Salmon Evolution intends to combine water intake from 25 – 90 meters to utilize seasonal variations and reducing the need to heat or cool the water before entering the fish tanks.