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Andfjord Salmon AS: Private placement successfully completed
Sortland, 2 December 2020. Reference is made to the announcement from Andfjord Salmon AS (“Andfjord Salmon” or the “Company”) on 1 December 2020 regarding a contemplated private placement of new shares in the Company (the “Private Placement”).
The Company is pleased to announce that the Private Placement has been successfully completed, raising NOK 88.2 million in gross proceeds to the Company through allocation of 2,100,000 new shares at a price of NOK 42.00 per share. The Private Placement took place through an accelerated bookbuilding managed by ABG Sundal Collier ASA and SpareBank 1 Markets AS (the ‘Managers’) as Joint Bookrunners. The Private Placement attracted strong interest from existing shareholders in the Company and high-quality institutional investors.
The Company intends to use the net proceeds from the Private Placement (i) to fast-track the development of Kvalnes Phase 2 by moving the planned investments in blasting and excavation work six months forward, and (ii) for general corporate purposes.
The following primary insiders have subscribed for and been allocated shares in the Private Placement: UFI AS (represented on the Board of Directors through Kim Strandenæs) allocated 125 000 shares and will then hold a total of 1 642 097 shares, Skagerak Vekst AS (a company owned 100% by Tore Traaseth, member of the Board of Directors) allocated 84 000 shares and will then hold a total of 2 304 999 shares, Blue Marine Invest AS (a company owned 100% by Helge Krøgenes, CFO) allocated 50 000 shares and will then hold a total of 1 410 735 shares and OG Invest AS (a company owned 100% by Olaf Gauslå, member of the Advisory Board) allocated 23 800 shares and will then hold a total of 1 123 800 shares.
Allocation to investors is expected to be communicated on or about 2 December 2020. The Offer Shares will be settled with existing and unencumbered shares in the Company that are already listed on Euronext Growth, pursuant to a share lending agreement between the Managers, the Company and Andfjord Holding AS, in order to facilitate delivery of listed shares to investors on a delivery versus payment basis. The Offer Shares will be tradable from allocation. The Managers will settle the share loan with a corresponding number of new shares in the Company to be issued by the Board of Directors pursuant to the Authorisation, expected on or about 8 December 2020.
The issuance of the Offer Shares has been resolved by the Company's Board of Directors in accordance with authorisation granted by the Company's Annual General Meeting held in March 2020. The Company's share capital following the Private Placement will be NOK 35,724,400 divided into 35,724,400 shares, each with a nominal value of NOK 1.00.
The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Continuing obligations of companies admitted to trading on Euronext Growth and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and underwriting commissions are avoided, (iii) the size, price and limited dilution of the Private Placement, and (iii) the Company's shareholder base is strengthened by increased ownership among large institutional investors. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the joint interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from. The Company will not conduct a subsequent repair offering.
Advisors:
ABG Sundal Collier ASA and SpareBank 1 Markets AS are engaged as Managers in connection with the Private Placement. Advokatfirmaet Schjødt AS is acting as legal advisor to the Company and the Managers.
For more information please contact:
Martin Rasmussen, Chief Executive Officer
+47 975 08 665
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.
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 Manager nor any of its 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 Manager nor any of its affiliates accepts any liability arising from the use of this announcement.
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.