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 5 December 2023 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 9,661,835 Offer Shares at a subscription price of NOK 20.70 per Offer Share, raising gross proceeds of approximately NOK 200 million. The Private Placement received strong support from existing shareholders and was over-subscribed.
Pareto Securities AS and SpareBank 1 Markets AS acted as Joint Lead Managers and Joint Bookrunners (together the “Managers”), and Norne Securities AS acted as Co-Manager in connection with the Private Placement.
The net proceeds to the Company from the Private Placement will be used for (i) the increased equity portion of CAPEX for the Tingvoll facility (approximately NOK 20 million), and (ii) the increased working capital need, general corporate purposes and capital buffer (approximately NOK 180 million). Allocation to investors and payment instructions are expected to be communicated on or about 6 December 2023. 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 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”), to facilitate settlement on a delivery versus payment basis. The allocated shares will thus be tradable upon notification of allocation, expected on or about 6 December 2023. The settlement date in the Private Placement is expected to be on or about 8 December 2023. 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 10 May 2023(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 194,155,225, divided into 38,831,045 shares, each with a nominal value of NOK 5.00.
Subscription by primary insiders:
The following primary insiders in the Company (or persons closely associated with them) have been allocated Offer Shares for in aggregate approximately NOK 152 million at the Offer Price in the Private Placement:
• Kontrari AS, a close associate of primary insiders and board members Vegard Gjerde and Jan Erik Sivertsen, has been allocated 4 429 053 shares (NOK 91.7 million), and will, together with associated companies, upon completion, hold approximately 49.1% of the Company’s shares
• Farvatn Private Equity AS, a close associate of primary insider and board member Tore Hopen, has been allocated 2 386 474 shares (NOK 49.4 million), and will, upon completion, hold approximately 15.1% of the Company’s shares
• T.D. Veen AS, a close associate of board member Øyvind Schanke, has been allocated 386 474 shares (NOK 8 million), and will, upon completion, hold approximately 6.8% of the Company’s shares
• Aino AS, a close associate of board member Aino Olaisen, has been allocated 144 927 shares (NOK 3 million), and will, upon completion, hold approximately 1.5% of the Company’s shares
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 Companies Act. 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 Norwegian Private Limited Companies Act, 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 500,000new shares (equal to NOK 10.35 million) directed towards existing shareholders in the Company as of 5 December 2023 (as registered in the VPS two trading days thereafter), who (i) were not included in the wall-crossing 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. Subscription without subscription rights will not be permitted in the Subsequent Offering. Eligible Shareholders will be allowed to over-subscribe.
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, and (iii) 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. Wikborg Rein Advokatfirma AS acts as legal counsel to the Company, and Advokatfirmaet Wiersholm AS acts as legal counsel to the Managers. For more information, please contact: CEO Edvard Henden, email@example.com, tel: +47 91 14 11 65 CFO Kenneth Meyer, firstname.lastname@example.org, 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 5 December 2023 at 23:59 CET. Nordic Halibut in brief: Nordic Halibut is a leading farmer of Atlantic halibut located in Western Norway and with headquarters in Averøy, Nordmøre. The Company has a fully integrated and well-developed value chain from genetics to sales and has had a significant breakthrough in early phase production. A growth plan to expand production volumes is implemented with production target of 4,500 tonnes HOG within 2026 and 10,350 tonnes HOG within 2031. Nordic Halibut will create shareholder value by pursuing value accretive organic growth through increased production. Important notice:
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State).
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so. Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement. The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Managers nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein. This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of its affiliates accepts any liability arising from the use of this announcement. In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.