PRIVATE PLACEMENT SUCCESSFULLY PLACED
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG 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 8 November 2021 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 6,181,818 Offer Shares at a subscription price of NOK 27.50 per Offer Share, for gross proceeds of approx. NOK 170 million. Pareto Securities AS acted as Sole Lead Manager and Joint Bookrunner and Norne Securities AS acted as Joint Bookrunner in connection with the Private Placement (together the “Managers”).
Close associates of certain primary insiders in the Company have collectively subscribed for and will be allocated 3,210,358 Offer Shares in the Private Placement.
Allocation to investors and payment instructions are expected to be communicated on or about 10 November 2021. The Offer Shares allocated will be settled by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo made available to Pareto Securities AS (acting as settlement agent on behalf of the Managers) by Kontrari AS pursuant to a share lending agreement, to facilitate delivery on a delivery versus payment basis. The allocated shares will thus be tradable upon notification of allocation, expected on or about 10 November 2021. The settlement date in the Private Placement is expected to be on or about 12 November 2021. 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 pursuant to the authorisation granted by the Company’s annual general meeting on 28 May 2021.
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 145,846,050 divided into 29,169,210 shares, each with a nominal value of NOK 5.00.
The Private Placement implies a deviation from the pre-emptive rights of the existing shareholders of the Company. The board has considered this and is of the view that it would be in the best interest of the Company and its shareholders to deviate from the existing shareholders’ pre-emptive right to the Offer Shares, and that this would also be in compliance with the requirements in the Norwegian Private Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company’s or the shareholders’ expense and the obligation relating to equal treatment of shareholders, cf. section 3.1 of the Euronext Growth Rule Book Part II and Oslo Børs’ Circular no. 2/2014.
Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and Tenden Advokatfirma ANS acts as legal counsel to the Managers.
For more information, please contact:
CEO Edvard Henden, firstname.lastname@example.org, tel: +47 91 14 11 65
CFO Kenneth Meyer, email@example.com, tel: +47 45 21 24 24
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 CFO Kenneth Meyer on 9 November 2021 at 20:12 CET.