Nordic Halibut AS – Commencement of the subscription period in the subsequent offering
- NORDIC HALIBUT
- Mar 17
- 8 min read
Updated: Mar 24
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE HONG KONG SPECIAL
ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA 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.
Averøy, 17 March 2025
Reference is made to the stock exchange announcement published on 14 March 2025
by Nordic Halibut AS ("Nordic Halibut" or the "Company") regarding the upcoming
launch of a subsequent offering of up to 1,150,000 new shares in the Company
(the "Offer Shares") at a subscription price of NOK 20.00 per share (the "Offer
Price"), raising gross proceeds of up to NOK 23 million (the "Subsequent
Offering"), and the registration of a national prospectus in connection with the
Subsequent Offering (the "Prospectus").
The subscription period for the Subsequent Offering will commence today, 17
March 2025 at 09:00 CET, and expire on 28 March 2025 at 16:30 CET (the
"Subscription Period").
The Subsequent Offering is directed towards existing shareholders in the Company
as of 22 January 2025 (as registered in the Norwegian Central Securities
Depository, Euronext Securities Oslo (the "VPS") two trading days thereafter, on
24 January 2025 (the "Record Date")), who (i) were not included in the
pre-sounding phase of the private placement of 14,250,000 New Shares completed
on 22 January 2025 (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").
Each Eligible Shareholder will be granted 0.457700 non-tradeable subscription
rights (the "Subscription Rights") for each share held by such Eligible
Shareholder in the Company as of the Record Date. The number of Subscription
Rights will be rounded down to the nearest whole Subscription Right. Each
Subscription Right will, subject to applicable securities laws, give the
preferential right to subscribe for, and be allocated, one Offer Share in the
Subsequent Offering. Over-subscription by Eligible Shareholders with
subscription rights will be permitted, however, there can be no assurance that
Offer Shares will be allocated for such subscriptions. Subscription without
subscription rights will not be permitted.
The Subscription Rights must be used to subscribe for Offer Shares before the
expiry of the Subscription Period on 28 March 2025 at 16:30 CET. 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.
Subscriptions for Offer Shares must be made by submitting a correctly completed
subscription form to the Managers (as defined below) during the Subscription
Period. Subscriptions for Offer Shares by subscribers who are residents of
Norway with a Norwegian personal identification number (Nw.: fødselsnummer) may
be made by way of online subscription. Further instructions regarding the
subscription procedure are available in the Prospectus.
Notifications of allocation of Offer Shares and the corresponding subscription
amount to be paid by each subscriber are expected to be distributed and made
available on or about 31 March 2025.
The payment for the Offer Shares falls due on 2 April 2025. The Offer Shares
will, following registration of the share capital increase pertaining to the
Subsequent Offering with the NRBE, expected on or about 8 April 2025, be
registered in VPS in book-entry form and are expected to be delivered to the
subscribers VPS account on or about 9 April 2025 (subject to timely registration
of the share capital increase pertaining to the Subsequent Offering with the
NRBE). The Offer Shares are expected to commence trading on Euronext Growth Oslo
on or about 9 April 2025.
The completion of the Subsequent Offering remains subject to (i) the Board of
Directors resolving to approve the Subsequent Offering and issue the Offer
Shares, (ii) duly payment of the Offer Shares by the subscribers, (iii)
registration of the share capital increase pertaining to the Subsequent Offering
with the NRBE, and (iv) issuance and delivery of the Offer Shares to the
subscribers in the VPS.
Please see the Prospectus for more information about the Subsequent Offering and
the subscription procedures. The Prospectus, including the Subscription Form, is
made electronically available at the following websites:
www.paretosec.com/transactions and www.sb1markets.no/transaksjoner.
Subscriptions may only be made on the basis of the Prospectus.
Advisors
Pareto Securities AS and SpareBank 1 Markets AS act as managers in the
Subsequent Offering (the "Managers").
Legal advisor
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company.
For further information, please contact:
CEO Edvard Henden
+47 911 41 165
or
CFO Are Strand
+47 915 39 232
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
About Nordic Halibut AS:
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 2027
and 10,350 tonnes HOG within 2031. Nordic Halibut will create shareholder value
by pursuing value accretive organic growth through increased production.
IMPORTANT NOTICE:
These materials are not and do not form a part of any offer of securities to
sell, or a solicitation of an offer to purchase, any securities of the Company.
Copies of these materials 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.
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 herein will be made
solely to "qualified institutional buyers" ("QIBs") as defined in Rule 144A
under the Securities Act, pursuant to an exemption from the registration
requirements under the Securities Act, as well as to major U.S. institutional
investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as
amended.
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 any offering
of securities referred to in this announcement without an approved prospectus in
such EEA member state. "Prospectus Regulation" means Regulation (EU) 2017/1129
as amended (together with any applicable implementing measures in any EEA member
state).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and 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 communication contains certain forward-looking statements concerning future
events, including possible issuance of equity securities of the Company.
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 communication are based upon
various assumptions, many of which are based, in turn, upon further assumptions.
The Company believes that these assumptions were reasonable when made. However,
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. 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
communication speak only as at its date, and are subject to change without
notice. Each of the Company, the Managers and their respective affiliates
expressly disclaims any obligation or undertaking to update review or revise any
statement contained in this communication whether as a result of new
information, future developments or otherwise.
The Managers are acting exclusively for the Company and no one else in
connection with the Subsequent Offering and will not be responsible to anyone
other than the Company for providing the protections afforded to their
respective clients, or for advice in relation to the contents of this
announcement or any of the matters referred to herein. Neither the Managers nor
any of their respective 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 their respective affiliates accepts any liability arising
from the use of this announcement.
In connection with the Subsequent Offering, 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 Subsequent Offering 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.
The Subsequent Offering may be influenced by a range of circumstances, such as
market conditions, and there is no guarantee that the Subsequent Offering will
proceed.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the total figure given.
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. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
Specifically, 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, Hong Kong, Japan or any other jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
More information:
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