Contemplated private placement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Nordic Aqua Partners A/S ("Nordic Aqua Partners" or the "Company") contemplates a private placement of 4,615,384 new shares (the "Offer Shares") in the Company, with gross proceeds of approximately NOK 300 million (the "Private Placement") at an offer price of NOK 65 per Offer Share (the "Offer Price").
SpareBank 1 Markets AS and Pareto Securities AS (the "Managers") has been retained as joint bookrunners to advise on and carry out the Private Placement.
The net proceeds to the Company from the Private Placement will be used to accelerate the Company’s project to expand the production capacity of Atlantic salmon from 4,000 tonnes p.a. to 8,000 tonnes p.a. at the facilities in China, as well as for general corporate purposes.
The application period for the Private Placement commences today at 09.00 CET, and is expected to close on 9 February 2023 at 16.30 CET. The Company, after consultation with the Managers, reserves the right to at any time and in its sole discretion close or extend the application period or to cancel the Private Placement in its entirety and for any reason.
Kontrari AS (the second largest existing shareholder in the Company directly holding 10.2% and indirectly through holdings in Nordic Aqua Partners Holding Aps holding 1.8% of the shares outstanding) has pre-committed to subscribe for approximately NOK 200 million in the Private Placement, and Israel Corporation Ltd. (a new investor in the Company) has pre-committed to subscribe for approximately NOK 100 million in the Private Placement (collectively the "Pre-Commitments"). The Pre-Commitments cover the Offer Size in the Private Placement in its entirety.
However, depending on applications received and allocations made in the Private Placement, Kontrari AS’ and Israel Corporation Ltd.’s allocation may be scaled back in order to improve the overall free float in the Company’s shares, provided always that the Pre-Commitments entitle Kontrari AS and Israel Corporation Ltd. to a guaranteed allocation of minimum approximately NOK 125 million and 62.5 million, respectively.
Kontrari AS is a close associate of Vegard Gjerde, member of the Company’s board of directors and primary insider in the Company.
The Private Placement will be directed towards investors subject to, in each case, applicable exemptions from relevant prospectus, filing and registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 as amended (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act and to major U.S. institutional investors under SEC Rule 15a-6 under the United States Exchange Act of 1934.
The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may offer and allocate an amount below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act, the Danish Capital Markets Act, Regulation (EU) 2017/1129 on prospectuses for securities as well as ancillary regulations, are available.
Allocation of the shares in the Private Placement will be determined at the end of the application period, and final allocation will be made by the Board at its sole discretion, after consultation with the Managers. Settlement of the Private Placement will be on a delivery versus payment basis, to be facilitated by existing and unencumbered shares in the Company pursuant to a share lending agreement entered into between Kontrari AS as share lender, the Company, and SpareBank 1 Markets AS (the "Settlement Agent") in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Settlement Agent will settle the shares borrowed from the share lender with a corresponding number of new shares in the Company to be issued by the Board of Directors pursuant to an authorization to increase the share capital granted by an extraordinary general meeting of the Company to be held on 1 March 2023.
The Company has considered the Private Placement in light of the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement, taking into consideration the Offer Price and the terms and conditions of the Private Placement as well as the time, costs and risk of alternative methods of securing the desired funding, is in the common interest of the shareholders of the Company.
Completion of the Private Placement (by delivery of Offer Shares to investors) is subject to: (i) the Board of Directors resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting in the Company resolving to authorize the Board to issue the Offer Shares at the Offer Price (which may not be below the fair-market value) without pre-emption right for the existing shareholders, (iii) the Offer Price, in the reasonable opinion of the Board, not being lower than the fair-market value of the Offer Shares at the time the decision is made by the Board to issue the Offer Shares, (iv) a Board meeting at which the Board pursuant to the Board Authorization resolves to finally approve the Private Placement and to issue the Offer Shares at the Offer Price, and (vi) the share lending agreement remaining unmodified and in full force and effect.
Wikborg Rein Advokatfirma AS is acting as legal counsel to the Company in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as legal counsel to the Managers in connection with the Private Placement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation.
This stock exchange announcement was published by Hjalti Hvítklett, CFO of Nordic Aqua Partners A/S, on 7 February 2023 at 07:30 CET.
For further queries, please contact:
Hjalti Hvítklett, CFO, +298 221222, hjalti@nordicaquapartners.com
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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
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 or their securities 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 EEA 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 2017/1129 as amended together with any applicable implementing measures in any EEA 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 believes that these assumptions were reasonable when made, the 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 the Company's control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company's services, 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 forward-looking statements. The Company does not provide any guarantees 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 any 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 Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept 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 in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on prospectuses to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
This information is subject to the disclosure requirements pursuant to section 5 -12 of the Norwegian Securities Trading Act.