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Nordic Halibut AS – Contemplated Private Placement

Writer's picture: NORDIC HALIBUTNORDIC HALIBUT

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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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