CONTEMPLATED PRIVATE PLACEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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.
Nordic Halibut AS (“Nordic Halibut” or the “Company”) has engaged Pareto Securities AS as Sole Lead Manager and Joint Bookrunner and Norne Securities AS as Joint Bookrunner (together the “Managers”) to advise on and effect a private placement of new shares in the Company (the “Offer Shares”) to raise gross proceeds of NOK 125 – 170 million (the “Private Placement”) at a fixed price per share of NOK 27.50. The total number of Offer Shares to be allocated will be between 4,545,454 and 6,181,818. The Managers have received pre-commitments (please see below) covering the low end of the offer size range. The final offer size will be determined by the board of directors of the Company (the “Board”), in consultation with the Managers.
The net proceeds from the Private Placement will be used to fully fund the Company’s growth plan including (i) investments in a fourth sea site, (ii) the land-based facility in Tingvoll, (iii) VAP processing capacity, (iv) maintenance capex and (v) for general corporate purposes. The fully financing of the Company is dependent on certain assumptions regarding new debt financing and grants.
Certain primary insiders and existing shareholders in the Company, and a new investor, have pre-committed to subscribe for Offer Shares for a total amount of approx. NOK 125 million, distributed as follows:
- Kontrari AS has pre-committed to subscribe for, and will be allocated, approx. NOK 56 million.
- Farvatn Private Equity AS has pre-committed to subscribe for, and will be allocated, approx. NOK 20 million.
- T.D. Veen AS has pre-committed to subscribe for approx. NOK 13.5 million.
- Holberg Triton has pre-committed to subscribe for, and will be allocated, approx. NOK 12 million.
- Jakob Hatteland (through various companies) has pre-committed to subscribe for, and will be allocated, approx. NOK 12 million.
- Certain other primary insiders and shareholders have collectively pre-committed to subscribe for, and will be allocated, approx. NOK 11 million.
Shareholders representing approximately 79% of the Company’s shares undertook lock-up obligations in connection with the listing of the Company’s shares in April 2021 with such lock-up expiring in April 2022. These lock-up obligations apply to new shares acquired during the lock-up period and will therefore also apply to any new shares subscribed in the Private Placement by such shareholders.
The Company intends to apply for an uplisting to Oslo Børs / Euronext Expand Oslo (regulated markets operated by the Oslo Stock Exchange) and aims to complete such uplisting during 2022, subject inter alia to prevailing market conditions and necessary approvals from the Oslo Stock Exchange and the Norwegian Financial Supervisory Authority.
The Private Placement is directed towards Norwegian and international investors, in each case subject to and in compliance with applicable exemptions from relevant registration, filing and prospectus requirements, and subject to other applicable selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 (except for pre-committed investors). The Company may, however, at its sole discretion, offer and allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the EU Prospectus Regulation, are available.
The application period for the Private Placement commences today, 8 November 2021 at 09:00 CET, and is expected to end on 9 November 2021 at 16:30 CET. The Company may, in consultation with the Managers, at any time and for any reason at its sole discretion shorten or extend the application period. If the application period is shortened or extended, the other dates referred to herein may be changed correspondingly.
The Company will announce the final number of Offer Shares placed in the Private Placement in a stock exchange announcement expected to be published after the expiry of the application period. The allocation will be determined after the expiry of the application period, and the final allocation will be made by the Board at its sole discretion.
The Offer Shares allocated in the Private Placement will be settled through a delivery-versus-payment transaction on a T+2 basis, by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo made available to Pareto Securities AS (acting as settlement agent on behalf of the Managers) by principal shareholder Kontrari AS pursuant to a share lending agreement. The Offer Shares subscribed in the Private Placement will thus be tradable upon notification of allocation, expected to be on or about 10 November 2021. The settlement date in the Private Placement is expected to be on or about 12 November 2021. Pareto Securities AS will settle the share loan with new shares in the Company to be issued by the Board pursuant to an authorisation granted by the annual general meeting held on 28 May 2021 (the “Authorisation”).
Completion of the Private Placement by delivery of Offer Shares is subject to all corporate resolutions of the Company required to implement the Private Placement being validly made, including without limitation, the resolution by the Board to approve the Private Placement and issue the Offer Shares pursuant to an authorisation granted by the annual general meeting held on 28 May 2021. The Company reserves the right to cancel, and/or modify the terms of, the Private Placement at any time and for any reason prior to settlement.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs’ circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the time, costs and risk of alternative methods of securing the desired funding, as well as the limited dilution effects of the transaction, is in the common interest of the shareholders of the Company.
The Company may, however, subject to completion of the Private Placement and certain other conditions, resolve to carry out a subsequent repair offering of new shares at the offer price in the Private Placement which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 8 November 2021 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action.
Pareto Securities AS acts as Sole Lead Manager and Joint Bookrunner and Norne Securities AS acts as Joint Bookrunner in the Private Placement. Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and Tenden Advokatfirma ANS acts as legal counsel to the Managers.
For more information, please contact:
CEO Edvard Henden, email@example.com, tel: +47 91 14 11 65
CFO Kenneth Meyer, firstname.lastname@example.org, tel: +47 45 21 24 24
This information is considered to include inside information pursuant to the EU Market Abuse Regulation (MAR) and is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. This announcement was published by CFO Kenneth Meyer on 8 November 2021 at 07:45 CET.
Nordic Halibut in brief:
Nordic Halibut is a company based in Western Norway and with headquarters in Averøy, Nordmøre. The Company has a fully integrated and well-developed value chain from genetics to sales and has had a significant breakthrough in early phase production. The Company will be implementing a growth plan to expand production volumes considerably. Nordic Halibut will create shareholder value by pursuing value accretive organic growth through increased production.
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. 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.
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 “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act.
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 Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (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 (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 for 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.
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”, “expect”, “anticipate”, “strategy”, “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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. 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. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and 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 its affiliates accepts any liability arising from the use of this announcement.
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 Manager 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.