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.
Reference is made to previously announced information about the warrants issued by the Company, with ISIN NO 001 3340802 and traded on Euronext Oslo Børs under ticker code "ASAS" (the "Warrants"). Each Warrant gives the holder a right to subscribe for one new share in Atlantic Sapphire ASA (the "Company"), at specific exercise windows. For further information, please refer to the stock exchange notice published by the Company on 18 October 2024 and to the Company's prospectus dated 19 September 2024 (available at https://atlanticsapphire.com/investor-relations/share-information/#prospectus).
The first exercise period for the Warrants will commence today, on 1 December 2025.
Exercise period and exercise price
The first exercise period for the Warrants will run from 1 December 2025 until 15 December 2025 at 16.30 CET.
The exercise price per Warrant in this exercise period is NOK 24 per share, which has been adjusted as a consequence of the reverse split of the Company's shares and Warrants carried out in January 2025.
Exercise procedure – payment and delivery
Holders of Warrants that wish to exercise the Warrants in this exercise window must contact the Company, via e-mail to investorrelations@atlanticsapphire.com. Any exercise notice must be received by the Company within 15 December 2025 at 16.30 CET. Holders of Warrants will then receive further information with regard to, inter alia, payment for exercised Warrants.
If Warrants are held through a financial intermediary, the financial intermediary will customarily give the holder details of the aggregate number of Warrants which it is entitled to exercise. The relevant financial intermediary will customarily supply each holder with this information in accordance with its usual customer relations procedures. Holders of Warrants through a financial intermediary should contact the financial intermediary if they have received no information with respect to the Warrants.
Delivery of new shares following exercise of Warrants will be made as soon as possible following due receipt of all share deposits for exercised Warrants and registration of the pertaining share capital increase in the Norwegian Register of Business Enterprises.
Listing and commencement of trading in new shares
The new shares issued upon exercise of Warrants will be listed on Euronext Oslo Børs under ISIN NO 001 3464750 and ticker code "ASA". The new shares will be delivered to holders who have exercised Warrants as soon as the share capital increase pertaining to the exercise of Warrants in this exercise window has been registered with the Norwegian Register of Business Enterprises.
The new shares will, if required, be placed on a separate ISIN pending publication of a listing prospectus. It is currently not expected that a listing prospectus will be required for listing of the new shares. Subject to no listing prospectus being required, the new shares will be tradable at Euronext Oslo Børs following registration of the share capital increase pertaining to the exercise of Warrants in this exercise window with the Norwegian Register of Business Enterprises.
For further information, please contact:
Gunnar Aasbø-Skinderhaug, Atlantic Sapphire ASA, Deputy CEO/ CFO
Gunnar@atlanticsapphire.com
Investorrelations@atlanticsapphire.com
This information is subject to the disclosure requirements pursuant to the Norwegian Securities Trading Act section 5-12.
About Atlantic Sapphire ASA:
Atlantic Sapphire is pioneering Bluehouse® (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphire operated its innovation center in Denmark from 2011 until 2021 with a strong focus on R&D and innovation to equip the Company with the technology and procedures that enable the Company to commercially scale up production in end markets close to the consumer. In the US, the Company holds the requisite permits and patents to construct its Bluehouse® in an ideal location in Homestead, Florida, just south of Miami. The Company's Phase 1 facility is in operation, which provides the capacity to harvest up to approximately 7,500-8,500 tons (HOG) of salmon annually. The Company completed its first commercial harvest in the US in September 2020. Atlantic Sapphire is currently developing its Phase 2 expansion, which will bring total annual production capacity to 25,000 tons and has a long-term targeted harvest volume of >100,000 tons.
- IMPORTANT INFORMATION -
This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of the Company in the United States or any other jurisdiction. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. The securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under the U.S. Securities Act.
Any sale in the United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under the U.S. Securities Act or otherwise pursuant to exemptions from, or in transactions not subject to, the registration requirements of the U.S. Securities Act. No public offering of the securities will be made in the United States. 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 EEA Member State (the "Prospectus Regulation"). Investors should not subscribe or exercise for any securities referred to in this announcement except on the basis of information contained in the Prospectus. Copies of the Prospectus are available from the Company's website and registered office.
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.
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors who (i) are 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) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to 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.
This document is not for publication or distribution in, directly or indirectly, Australia, Canada, Japan, the United States or any other jurisdiction in which such release, publication or distribution would be unlawful, and it does not constitute an offer or invitation to subscribe for or purchase any securities in such countries or in any other jurisdiction. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States or to publications with a general circulation in the United States of America.
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 "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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, 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 its control. 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 information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and is the responsibility of the Company.
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. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.