Reference is made to the extraordinary general meeting in the Company scheduled
for Friday, 18 October 2019 for the purpose of considering a proposal from the
Company's board of directors (the "Board") to authorise the Board to issue up to
6,000,000 new shares (the "Authority").
The Authority will, inter alia, allow the Board to issue the 2,256,470 new
shares valued at NOK 500 per share to Northern Link Limited ("Northern") in
settlement of the seller's credit granted by Northern for 30% of the total
purchase price as part of the terms for the Company's purchase of approx. 68.6%
of the equity instruments in The Scottish Salmon Company Plc. ("SSC") from
Northern, cfr. the Company's disclosure on 26 September 2019.
The Company has, to date, received powers of attorney with voting instructions
in favour of the Board's proposal in a number which makes it more likely than
not that the Authority will be approved.
Consequentially, it is more likely than not that the offer price in the
mandatory offer the Company has announced it will launch for the remaining
equity instruments in SSC will be marginally higher than the purchase price per
share in SSC agreed with Northern (NOK 28.25) due to the market value of the
shares to be issued being somewhat higher than the agreed value of the shares
(NOK 500) at the time the share purchase agreement was concluded.
The market value will have to be set based on the trading price of the Company's
share in the days preceding the date of the Agreement with Northern.
Further, Northern accepted a 6 month lock-up obligation for these shares. The
negative value of this will also be an adjustment factor.
The Company expects to file a draft mandatory offer document containing a
proposed offer price with the Oslo Stock Exchange during week 43 and will
announce the final offer price once this has been approved by the Oslo Stock
Exchange.