22 Jan 2025 16:30 CET Averøy, Norway
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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.
Nordic Halibut AS ("Nordic Halibut" or the "Company") has engaged Pareto
Securities AS and SpareBank 1 Markets AS as joint managers and joint bookrunners
(together the "Managers") to advise on and effect a contemplated private
placement of new shares in the Company (the "Offer Shares") to raise gross
proceeds of NOK 270 – 300 million (the "Private Placement").
The Private Placement
The Private Placement will comprise an offering of 13,500,000 – 15,000,000 Offer
Shares at a fixed price of NOK 20 per Offer Share (the "Offer Price"). The final
number of Offer Shares to be issued will be determined by the Company’s board of
directors (the "Board") in consultation with the Managers following the
application period. The Managers have received pre-commitments and indications
(please see below) which in aggregate cover the low end of the offer size range,
i.e. more than NOK 270 million.
The net proceeds to the Company from the Private Placement will be used to
finance (i) increased CAPEX relating to the Tingvoll production facility
(approximately NOK 70 million) and design improvements for the Tingvoll
production facility (approximately NOK 30 million), (ii) increased OPEX due to
inflation (primarily feed cost) (approximately NOK 45 million), and (iii) for
general corporate purposes such as increased working capital and capital buffer.
The Private Placement will be 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. The Company may,
however, at its sole discretion, offer and allocate Offer Shares for an amount
below the NOK equivalent of EUR 100,000 in the Private Placement to the extent
applicable exemptions from the prospectus requirements pursuant to applicable
regulation, including the Norwegian Securities Trading Act and Regulation (EU)
2017/1129 on prospectuses for securities (collectively, the "EU Prospectus
Regulation") and ancillary regulations, are available.
Pre-commitments and indications
Certain close associates of primary insiders and existing shareholders in the
Company have pre-committed or indicated to subscribe for Offer Shares at the
Offer Price in the Private Placement for a total amount of approximately NOK 270
million, distributed as follows:
-Kontrari AS, represented at the Board by Vegard Gjerde and Jan Erik Sivertsen,
and which together with affiliated companies owns 48.76% of the Company's
shares, will subscribe for (directly or through an affiliate) NOK 150 million.
-Farvatn Private Equity AS and Farvatn Medinvestering 2 AS, represented at the
Board by Tore Hopen and which combined own 14.23% of the shares outstanding,
will subscribe for NOK 50 million.
-T.D. Veen AS, represented at the Board by Board observer Øyvind Schanke and
which owns 6.77% of the shares outstanding, will subscribe for NOK 20 million.
-Jakob Hatteland Holding AS and Jahatt AS, which combined own 7.52%, will
subscribe for approx. NOK 23 million.
-Certain other existing shareholders, and new investors have indicated that they
will in aggregate subscribe for more than NOK 27 million.
In case of strong demand from other existing shareholders and/or new investors,
the pre-committing and indicating investors set out above who are existing
shareholders may be scaled back to their respective pro-rata share of the
Private Placement.
Timeline and application period
The application period in the Private Placement will commence today, 22 January
2025 at 16:30 CET, and is expected to close on 23 January 2025 at 08:00 CET (the
"Application Period"). 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.
Allocation and settlement
The allocation of Offer Shares will be determined after the expiry of the
Application period, and the final allocation will be made by the Board at its
sole discretion with focus on criteria such as (but not limited to)
pre-commitments from the pre-sounding phase of the Private Placement, existing
ownership in the Company, timeliness of application, relative order size, sector
knowledge, perceived investor quality and investment horizon.
The Offer Shares allocated in the Private Placement will be settled on a
delivery-versus-payment (DVP) basis by delivery of existing and unencumbered
shares in the Company already admitted to trading on Euronext Growth Oslo made
available to the Managers by shareholders Kontrari AS and Kontrazi AS pursuant
to a share lending agreement between the share lenders, the Company and the
Managers (the "Share Lending Agreement"). The Offer Shares subscribed for in the
Private Placement will thus be tradable upon notification of allocation,
expected to be on or about 23 January 2025 (T) before 09:00 CET. The settlement
date in the Private Placement is expected to be on or about 27 January 2025
(T+2). The Managers will settle the share loan with new shares in the Company to
be resolved issued by the Board pursuant to an authorisation granted by the
annual general meeting held on 30 May 2024 (the "Authorisation").
Conditions for completion of the Private Placement
Completion of the Private Placement for investors allocated Offer Shares is
subject to (i) all corporate resolutions of the Company required to implement
the Private Placement being validly made by the Company, including, without
limitation, the resolution by the Board to consummate the Private Placement,
increase the share capital of the Company and issue the Offer Shares pursuant to
the Authorisation, and (ii) the Share Lending Agreement remaining in full force
and effect.
The Company reserves the right, in its sole discretion and for any reason, to
cancel and/or modify the terms of the Private Placement at any time and for any
reason prior to the notification of allocation. Neither the Company nor the
Managers will be liable for any losses incurred by applicants if the Private
Placement is cancelled and/or modified, irrespective of the reason.
Equal treatment considerations and potential subsequent repair offering
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act, the Norwegian Private
Limited Companies Act, Euronext Growth Oslo Rule Book II and the Oslo Stock
Exchange's Guidelines on equal treatment, and is of the opinion that it is in
the common interest of the Company and its shareholders to raise equity through
a private placement, taking into consideration the time, costs and risk of
alternative methods of securing the desired funding and that a repair offering
may be carried out subsequent to the private placement (see below). A private
placement allows for the Company to utilize current market conditions and raise
capital more quickly, at a lower discount compared to a rights issue and without
the underwriting commissions normally seen with rights offerings.
The Company may, 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, which, subject to applicable securities law, will be
directed towards existing shareholders in the Company as of 22 January 2025 (as
registered in the VPS two trading days thereafter), who i) were not included in
the pre-sounding phase of the Private Placement, (ii) were not allocated Offer
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.
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 Thomas Scheele Berg
+47 928 84 856
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 the Company's CFO, Thomas Berg, on 22 January 2025
at 16:30 CET.
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