NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
With reference to the stock exchange notices dated 7 September 2023, 4 October 2023 and 11 October 2023, Gigante Salmon AS ("Gigante Salmon" or the "Company") regarding a contemplated private placement of new shares (the “Offer Shares”). The Company hereby announces that it has allocated 27,777,777 Offer Shares at a subscription price of NOK 7.20 per share, raising gross proceeds of approximately NOK 200 million (the "Private Placement"). SpareBank 1 Markets and SpareBank 1 Nord-Norge Kapitalmarked are acting as Joint Bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.
The net proceeds will be used to fund the Company’s projected investment and working capital needs for the construction and operation of the landbased salmon farming site on Lille Indre Rosøy in Rødøy municipality as well as for general corporate purposes.
The following primary insiders were allocated Offer Shares at the Offer Price:
• Gigante Havbruk AS, represented on the board of directors by Kjell Lorentsen, was allocated 13,888,888 Offer Shares
The Offer Shares were allocated in two tranches as follows: one tranche with 10,000,000 Offer Shares ("Tranche 1") and a second tranche with 17,777,777 Offer Shares ("Tranche 2").
Tranche 1 is expected to be settled on a delivery versus payment basis on or about 16 October 2023 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the "Share Lending Agreement") entered into between the Company, Gigante Havbruk AS, and SpareBank 1 Markets. The new shares in Tranche 1 were resolved issued by the Company's board of directors pursuant to the board authorisation (the “Board Authorisation”) granted by the annual general meeting of the Company held on 25 May 2022, and will be used to settle the share loan pursuant to the Share Lending Agreement.
Tranche 2 is expected to be settled on or about 13 November 2023. Issuance of new shares in Tranche 2 is subject to approval by the extraordinary general meeting of the Company (the “EGM”) expected to be held on or about 31 October 2023.
The Offer Shares allocated to applicants in Tranche 1 will be tradable upon notification of allocation and Offer Shares allocated in Tranche 2 will be tradable after the share capital increase pertaining to Tranche 2 has been registered with the Norwegian Register of Business Enterprises (the "NRBE").
Gigante Havbruk AS and certain other shareholders will receive their allocation in Tranche 2.
Completion of Tranche 2 is subject a resolution by the EGM to issue the Offer Shares in Tranche 2, receipt of payment in full for all of the Offer Shares in Tranche 2, registration of the share capital increase relating to the Offer Shares in Tranche 2 in the Norwegian Register of Business Enterprises and the Offer Shares in Tranche 2 being validly issued and registered with the Norwegian Central Securities Depository (VPS). Completion of Tranche 1 is not conditional upon completion of Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed.
Following registration of the new share capital pertaining to the Private Placement (i.e. both Tranche 1 and Tranche 2), the Company will have a share capital of NOK 133,333,814.00 divided into 133,333,814 shares, each with a par value of NOK 1.00.
The Private Placement involves that the shareholders' preferential rights to subscribe for and be allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through the Private Placement. The Private Placement enables the Company to secure equity financing to complete the Company's production facility at Lille Indre Rosøy. Further, the Private Placement entails reduced execution and completion risk and allows for the Company to utilize current market conditions and raise capital more quickly, at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.
On this basis the Board has considered the Private Placement to be in the common interest of the Company and its shareholders.
The Company intends to carry out a subsequent offering (the "Subsequent Offering") with non-tradeable subscription rights of up to 2,777,777 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 11 October 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 (ii) 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. Whether or not such subsequent offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the board of directors and the EGM, and the publication of an offering prospectus.
Advokatfirmaet Haavind is acting as legal advisor to the Company and Advokatfirmaet Wiersholm is acting as legal advisor to the Joint Bookrunners.
For further information, please contact:
Eirik Sørgård, Chair of the board
E-mail: es@pronord.no
Phone: +47 995 70 189
Rune Johansen, CFO
E-mail: rune@gigantesalmon.no
Phone: +47 988 44 724
About Gigante Salmon
Gigante Salmon is a salmon farming company that is seeking to begin land-based operations on the islet of Lille Indre Rosøy in Rødøy in the Helgeland district of central Norway. Our salmon-farming concept is based on a flow-through system that combines the advantages of conventional and land-based operations.
Important Notices
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 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 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, 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.
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 operate, 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 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 the forward-looking statements in this document.
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 of the Joint Bookrunners nor any of their respective 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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to the disclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act. This stock exchange announcement was published by Rune Johansen, (CFO) on the time and date provided.