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Nordic Halibut AS – Private Placement successfully placed

Writer's picture: NORDIC HALIBUTNORDIC HALIBUT

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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