Andfjord Salmon Group AS - Private placement successfully placed

22.5.2024 23:36:34 CEST | Andfjord Salmon | Additional regulated information required to be disclosed under the laws of a member state

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

Reference is made to the stock exchange announcement by Andfjord Salmon Group AS ("Andfjord Salmon" or the "Company") on 22 May 2024 regarding the contemplated private placement of new shares (the "Offer Shares"). 

The Company hereby announces that it has allocated 10,606,060 Offer Shares at a subscription price of NOK 33 per share (the "Offer Price"), raising gross proceeds of approximately NOK 350 million (the "Private Placement"). ABG Sundal Collier ASA, Arctic Securities AS, DNB Markets (a part of DNB Bank ASA) and SpareBank 1 Markets are acting as Joint Bookrunners (the "Joint Bookrunners") in connection with the Private Placement. The net proceeds from the Private Placement will be used to expand the Company's production capacity at Kvalnes, ramping up biomass and for general corporate purposes. 

The following primary insiders were allocated Offer Shares at the Offer Price:

* Jerónimo Martins Agro-Alimentar, S.A., represented on the board of directors by Antonio Serrano, was allocated 2,636,362 Offer Shares

* Eidsfjord Sjøfarm AS, represented on the board of directors by Knut Holmøy, was allocated 481,515 Offer Shares

The Offer Shares are expected to be settled on a delivery versus payment basis on or about 27 May 2024 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, Andfjord Holding AS, Skagerak Vekst AS, OG Invest AS, SpareBank 1 Markets and the Joint Bookrunners. The Offer Shares will, as allocated, be tradable upon allocation. The new shares 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 7 May 2024, and will be used to settle the share loan pursuant to the Share Lending Agreement.

Completion of the Private Placement is subject to registration of the share capital increase in the Norwegian Register of Business Enterprises and the Offer Shares being validly issued and registered with the Norwegian Central Securities Depository (VPS). The settlement of Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 67,619,013 divided into 67,619,013 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 expand the Company's production capacity at Kvalnes, ramping up biomass and for general corporate purposes. Further, a private placement will reduce 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 proposed transaction structure 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 796,530 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 22 May 2024 (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 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 publication of an offering prospectus.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.

Contacts

• Bjarne Martinsen, CFO, Andfjord Salmon AS, [phone], [e-mail]
• Media: Martin Rasmussen, CEO, Andfjord Salmon AS, [phone], [e-mail]

About Andfjord Salmon

Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon is developing the world’s most sustainable and fish-friendly aquaculture facility of its kind. Through a proprietary flow-through system, Andfjord Salmon combines the best from ocean and land-based salmon farming. In its first production cycle, the company achieved an industry-leading survival rate of 97.5 percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and required 1 kWh to produce one kilo of salmon. Andfjord Salmon has identified a roadmap towards a production capacity of 40,000 tonnes HOG at Kvalnes, Andøya, and set a long-term ambition to reach 90,000 tonnes HOG across Kvalnes, Breivika and Fiskenes at Andøya. For more information, see www.andfjordsalmon.com.

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.

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