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.
Oslo, 8 December 2022: Statt Torsk ASA ("Statt Torsk" or the "Company") has retained SpareBank 1 Markets AS as Sole Bookrunner (the "Manager") to advise on and effect a contemplated private placement of new ordinary shares in the Company (the “Offer Shares”) to raise gross proceeds of approximately NOK 35 – 50 million (the “Private Placement”). The subscription price per Offer Share in the Private Placement (the “Subscription Price”) will be determined by the Company’s Board of Directors (the “Board”), in consultation with the Manager, on the basis of a book building process to be conducted by the Manager.
The net proceeds from the Private Placement will be used to finance optimization of harvest capacity, build-up of biomass on the Company’s existing sites as well as its new site at Apalset, and for general corporate purposes.
The following close associates to the Company’s directors and management have pre-committed to subscribe for approx. NOK 27.7 million:
• Orinoco AS (controlled by the chairman of the Board, Nicolas Brun-Lie): NOK 15.0 million of which NOK 5.0 million in conversion of a credit facility entered into on 15 November 2022
• TD Veen AS (associated with member of the Board, Øyvind Schanke): NOK 11.5 million of which NOK 4.0 million in conversion of a credit facility entered into on 11 May 2022
• Medvode AS (controlled by CEO, Gustave Brun-Lie): NOK 1.0 million
• Bjug A. Borgund AS (controlled by CFO, Bjug Borgund): NOK 0.2 million
In addition, Klo Holding AS, the owner of salmon farmer Øyfisk AS and whitefish producer Gunnar Klo AS, has pre-committed to subscribe for and will be allocated shares for NOK 4.0 million. Based on a limited market sounding exercise prior to launch, the Manager has received indications of interest to subscribe for Offer Shares so that the total amount of pre-commitments and indications of interest exceeds the minimum deal size at the start of the application period.
In the event of oversubscription, the subscriptions (above their pro-rata share) from Orinoco AS and TD Veen AS may be reduced in order to give priority to other investors and to improve the overall free float in the share.
The application period in the Private Placement will commence today, on 8 December 2022 at 16:30 CET and close on 9 December 2022 at 08:00 CET. The Manager and the Company may, however, at any time resolve to shorten or extend the application period on short or without notice. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards selected Norwegian and international investors (a) outside the United States in reliance on Regulation S under the U.S, Securities Act of 1933, as amended (the “U.S. Securities Act”), and (b) to investors in the United States who are “qualified institutional buyers” (“QIBs”) as defined in Rule 144A under the U.S. Securities Act, in each case subject to an exemption being available from prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirements pursuant to the Norwegian Securities Trading Act and ancillary regulations are available, including to employees and directors of the Company and the Company group. Further selling restrictions and transaction terms will apply.
Allocation of Offer Shares will be determined at the end of the application period by the Board in consultation with the Manager, at its sole discretion. The Company may focus on allocation criteria such as (but not limited to) existing ownership in the Company, timeliness of the application, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon.
Settlement is expected to take place on or about 13 December 2022 on a delivery versus payment (DVP) basis. Delivery of the Offer Shares allocated in the Private Placement will, in order to facilitate DVP settlement, be made by delivery of existing and unencumbered shares in the Company already admitted to trading on Euronext Growth Oslo, pursuant to a share lending agreement (the “Share Lending Agreement”) to be entered into between the Company, the Manager and Orinoco AS, a close associate of chairman of the board, Nicolas Brun-Lie. The Manager will settle the share loan with new shares in the Company to be issued by the Board pursuant to an authorisation granted by the Company's General Meeting held on 20 December 2021.
Completion of the Private Placement is subject to all necessary corporate resolutions being validly made by the Company, including without limitation, the Board resolving to consummate the Private Placement and issue and allocate the Offer Shares.
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to completion. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
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 time, costs and risk of alternative methods of securing the desired funding, is in the common interest of the shareholders of the Company.
The Company may, subject to completion of the Private Placement and certain other conditions, decide to carry out a subsequent offering of new shares at the Offer Price (the “Subsequent Offering”). The Subsequent Offering, if carried out, will, subject to applicable securities law, be directed towards existing shareholders in the Company as of 8 December 2022 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offer would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or other similar action. The potential Subsequent Offering will be subject to, among other things, approval by the Board. Launch of a Subsequent Offering, if carried out, may also be contingent on publishing of a prospectus.
SpareBank 1 Markets AS is acting as Sole Bookrunner in connection with the Private Placement. Ro Sommernes is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Manager.
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 notice was published by Bjug Borgund, CFO of the Company, on 8 December 2022 at 16:30 CEST.
For more information; statt.no or contact:
Gustave Brun-Lie, CEO, gbl@statt.no
Bjug Borgund, CFO, bb@statt.no
About Statt Torsk ASA: Statt Torsk ASA is listed on Euronext Growth with ticker STATT and with operations in Stad municipality. The company produces and sells farmed Atlantic cod. In 2016-2021, the company carried out three pilot productions to clarify whether commercial production was possible. The company is now in commercial production with currently two sites in Vanylvsfjorden.
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, the Company, 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 Manager nor any of their 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.