22 Jan 2025 23:05 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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.
Reference is made to the stock exchange announcement published on 22 January
2025 by Nordic Halibut AS ("Nordic Halibut" or the "Company") regarding a
contemplated private placement (the "Private Placement") of new shares in the
Company (the "Offer Shares").
Nordic Halibut is pleased to announce that the Private Placement has been
successfully placed, through an allocation of 14,250,000 Offer Shares at a
subscription price of NOK 20 per Offer Share, raising gross proceeds of NOK 285
million. The Private Placement received strong support from existing
shareholders.
Pareto Securities AS and SpareBank 1 Markets AS acted as joint managers and
joint bookrunners (together the "Managers") in connection with the Private
Placement.
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.
Allocation to investors and payment instructions are expected to be communicated
on or about 23 January 2025. The allocated shares will be tradable upon
notification of allocation. The settlement date in the Private Placement is
expected to be on or about 27 January 2025.
The Offer Shares allocated will be settled on a delivery versus payment 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 Managers will settle the share
loans with a corresponding number of new shares in the Company, which have been
resolved issued by the Company's board of directors (the "Board") pursuant to
the authorisation granted by the Company's annual general meeting on 30 May 2024
(the "Authorisation").
Following registration of the share capital increase pertaining to the Private
Placement with the Norwegian Register of Business Enterprises, the Company will
have a registered share capital of NOK 266,781,990.00, divided into 53,356,398
shares, each with a nominal value of NOK 5.00.
Subscriptions by primary insiders and certain other large existing shareholders
The following primary insiders and certain other large existing shareholders in
the Company (or persons closely associated with them) have been allocated Offer
Shares for in aggregate approximately NOK 251.4 million at the Offer Price in
the Private Placement:
- Kontrari AS, a close associate of primary insiders and Board members Vegard
Gjerde (chair) and Jan Erik Sivertsen, has been allocated 7,500,000 Offer Shares
(NOK 150 million).
- Farvatn Private Equity AS, a close associate of primary insider and Board
member Tore Hopen, has been allocated 3,000,000 Offer Shares (NOK 60 million).
- T.D. Veen AS, a close associate of primary insider and Board observer Øyvind
Schanke, has been allocated 1,000,000 Offer Shares (NOK 20 million).
- Jakob Hatteland Holding AS and Jahatt AS have collectively been allocated
1,071,208 Offer Shares (approx. NOK 21.4 million).
Subsequent offering and equal treatment considerations
Completion of the Private Placement implies a deviation from the pre-emptive
rights of the existing shareholders of the Company under the Norwegian Private
Limited Liability Companies Act (the "NPLCA"). When resolving the issuance of
the Offer Shares in the Private Placement, the Board considered this deviation
and also the equal treatment obligations under the Norwegian Securities Trading
Act, the NSTA, Euronext Growth Oslo Rule Book II and the Oslo Stock Exchange's
Guidelines on equal treatment. By structuring the Private Placement as a private
placement with a Subsequent Offering (as defined below), the Company was able to
raise capital in an efficient manner, faster, with a lower discount to the
current trading price and a significantly lower completion risks compared to a
rights issue and without the underwriting commissions normally associated with
such rights offerings. On this basis, the Board is of the opinion that there are
sufficient grounds to deviate from the pre-emptive rights and that the Private
Placement is in compliance with the equal treatment requirements.
To mitigate the dilution of existing shareholders not participating in the
Private Placement, the Board intends, subject to completion of the Private
Placement, and certain other conditions, to resolve a subsequent offering (the
"Subsequent Offering") of up to 1,150,000 new shares (equal to NOK 23 million)
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 (the
"Eligible Shareholders"). The subscription price in the Subsequent Offering will
be equal to the Offer Price. The Eligible Shareholders will receive
non-transferrable subscription rights in the Subsequent Offering.
The Subsequent Offering is subject to (i) completion of the Private Placement,
(ii) necessary corporate approvals including the Board resolving to issue shares
in the Subsequent Offering, (iii) preparation of a national prospectus for the
Subsequent Offering, and (iv) the prevailing market price of the Company's
shares together with the corresponding trading volume following the Private
Placement. The Board may decide that the Subsequent Offering will not be carried
out in the event that the Company's shares trade at or below the subscription
price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes.
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 the time provided.
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