NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice published by Nordic Halibut AS (the “Company”) 5 December 2023, regarding the successful placing of a private placement of 9,661,835 new shares in the Company (the “Private Placement”). The Company hereby announces that it will carry out a subsequent offering (the “Subsequent Offering”) of up to 500,000 new shares (the “Offer Shares”). The subscription price per Offer Share is NOK 20.70 (the “Subscription Price”), which is equal to the subscription price in the Private Placement.
The Subsequent Offering will be resolved by the Company’s board of directors (the “Board”) pursuant to a board authorization granted by the Company’s annual general meeting on 10 May 2023. The Subsequent Offering will raise gross proceeds of up to NOK 10.35 million. The net proceeds to the Company from the offering will be used for general corporate purposes.
The Subsequent Offering is directed towards shareholders in the Company as of 5 December 2023, as registered in the Norwegian Central Securities Depository (the “VPS”) two trading days thereafter, on 7 December 2023 (the “Record Date”) who (i) were not included in the wall-crossing phase of the Private Placement, (ii) were not allocated shares in the Private Placement, and (iii) 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 (the “Eligible Shareholders”).
Eligible Shareholders will be granted 0.292741 non-transferable subscription rights for every one (1) existing share registered as held by such Eligible Shareholder as of expiry of the Record Date, rounded down to the nearest whole subscription right (the “Subscription Right”). The Subscription Rights will be distributed free of charge to the Eligible Shareholders.
Each whole Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share at the Subscription Price in the Subsequent Offering. Subscription without subscription rights will not be permitted in the Subsequent Offering. Eligible Shareholders will be allowed to over-subscribe, but the Subsequent Offering is limited to 500,000 shares and thus, there can be no assurance that Offer Shares will be allocated for such subscriptions.
The subscription period for the Subsequent Offering commences on 11 December 2023 at 09:00 CET and ends on 18 December 2023 at 16:30 CET (the “Subscription Period”). The Subscription Period may not be shortened, but the Board may extend the Subscription Period if required, at any time and without any prior written notice and at its sole discretion. If the Subscription Period is extended, any other dates referred to herein may be amended accordingly, and any such changes will be announced through stock exchange announcements.
Notifications of allocated Offer Shares and the corresponding subscription amount to be paid by each subscriber are expected to be distributed through the VPS system on or about 19 December 2023.
The completion of the Subsequent Offering is subject to (i) duly payment of the Offer Shares by the subscribers, (ii) the board of directors resolving to approve the Subsequent Offering and issue the Offer Shares, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NRBE, and (iv) delivery of the Offer Shares to the subscribers in the VPS.
The terms and conditions for the Subsequent Offering are set out in the offering material available at www.paretosec.com/transactions and www.sb1markets.no. Reference is also made to the investor presentation available thereto dated December 2023, which included, inter alia, a description of the Company and the material risk factors associated with an investment in the Offer Shares.
Subscriptions for Offer Shares may either be made through the VPS online subscription system or by submitting a correctly completed subscription form to the Managers within the Subscription Period.
Subscribers who are residents of Norway with a Norwegian personal identification number are encouraged to subscribe for Offer Shares through the Norwegian VPS’ online subscription system (or by following the link on www.paretosec.com/transactions or www.sb1markets.no, which will redirect the subscriber to the VPS online subscription system). All online subscribers must verify that they are Norwegian residents by entering their national identity number (Nw: fødselsnummer).
Subscribers that are not able to use the VPS online subscription system must submit a correctly completed subscription form to the Managers. The subscription form is available on the Managers’ websites (www.paretosec.com/transactions or www.sb1markets.no). The e-mails and postal addresses to the Managers are included in the subscription form.
Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Subscription Period will have no value and will lapse without compensation to the holder.
If an Eligible Shareholder holds shares in the Company registered through a financial intermediary on the Record Date, the financial intermediary will customarily give the Eligible Shareholder details of the aggregate number of Subscription Rights to which it will be entitled. The relevant financial intermediary will customarily supply each relevant Eligible Shareholder with this information in accordance with its usual customer relations procedures. Eligible Shareholders holding their shares through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Subsequent Offering.
Allocation of Offer Shares – Listing and commencement of trading in the Offer Shares
Following expiry of the Subscription Period, the Offer Shares will be allocated to subscribers in accordance with the following allocation principles:
(i) First, Offer Shares will be allocated in accordance with granted Subscription Rights to subscribers who have validly exercised Subscription Rights during the Subscription Period.
(ii) Second, any unallocated Offer Shares following the allocation under item (i) above, will be allocated to subscribers who have oversubscribed with Subscription Rights, on a pro rata basis based on the number of Subscription Rights exercised by each over-subscriber, and where pro rata allocation is not possible, the allocation will be determined by drawing of lots.
Notification of allocation is expected on or about 19 December 2023. Payment for allocated Offer Shares falls due on or about 20 December 2023. Subject to timely payment of the entire subscription amount in the Subsequent Offering, the Company expects that the share capital increase pertaining to the Subsequent Offering will be registered with the Norwegian Register of Business Enterprises and announced on NewsWeb on or about 21 December 2023 and that the allocated Offer Shares will be tradable on Euronext Growth Oslo after such announcement. The Offer Shares are expected to be delivered to the VPS accounts of the subscribers who have been allocated Offer Shares on or about 22 December 2023.
Pareto Securities AS and SpareBank 1 Markets AS have been retained as Joint Lead Managers and Joint Bookrunners (together the “Managers”).
Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and Advokatfirmaet Wiersholm AS 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 subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Nordic Halibut in brief:
Nordic Halibut is a leading farmer of Atlantic halibut located 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. A growth plan to expand production volumes is implemented with production target of 4,500 tonnes HOG within 2026 and 10,350 tonnes HOG within 2031. Nordic Halibut will create shareholder value by pursuing value accretive organic growth through increased production.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Canada, Japan, Australia, Hong Kong, South Africa, New Zealand, or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations. It is issued for information purposes only and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act.
The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Canada, Japan, Australia, Hong Kong, South Africa, New Zealand, or the United States.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions. The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers is acting for the Company and no one else in connection with the offering and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the offering and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.