MÅSØVAL
Sistranda,
The net proceeds of the Private Placement will, together with the 4,761,904 consideration shares to be issued to Vartdal Invest AS (the "Consideration Shares"), be used for equity financing of the previously announced acquisition of Vartdal Gruppen and for general corporate purposes. In the unlikely event of a non-completion of the Vartdal Gruppen transaction, the net proceeds from the Private Placement will be used on other growth initiatives and general corporate purposes.
The major shareholder, Måsøval Eiendom AS, has pre-committed to subscribe for a number of shares equivalent to a subscription amount of
The Private Placement is fully covered based on indications and pre-commitments received during the market sounding process.
The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements. The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of
The allocation of shares in the Private Placement will be determined through an accelerated book building process. The book building period commences today at
Notification of allotment and payment instructions is expected to be issued to the applicants on or about
The Offer Shares allocated in the Private Placement are expected to be settled through a delivery versus payment transaction by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo, pursuant to a share lending agreement between the Company, Måsøval Eiendom AS and
Completion of the Private Placement by delivery of
The Consideration Shares (4,761,904 shares) are subject to a 6-month lock up in connection with the Vartdal Gruppen acquisition, effective from the closing date of the acquisition which is expected to occur by end of Q4 2021. In addition, the Company, Måsøval Eiendom AS, the two minority owners of Pure Norwegian Seafood AS, Stokkøy Skjell AS, Gunnar Espnes Fiskeoppdrett AS, and Patric Invest AS, and members of the management and board are subject to a lock-up until
The Company has considered the Private Placement in light of the requirements in the Norwegian Private Limited Companies Act on equal treatment of shareholders and the prohibition against giving anyone an unreasonable advantage at the Company's or the shareholders' expense, the rules on equal treatment obligations under the Norwegian Securities Trading Act, the rules on equal treatment under Euronext Growth Rule Book II section 3.1 and the
The Company may, subject to completion of the Private Placement and the Board of Directors being granted an authorization to this effect at the EGM, consider conducting a subsequent repair offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering.
The managers from Måsøval AS’ IPO process, completed in
For additional information, please contact:
Email: asle.ronning@masoval.no
Phone: +47 918 09 043
Gunnar Aftret, Chief Financial Officer
Email: gunnar@masoval.no
Phone: +47 913 77 389
About Måsøval AS
Måsøval is an integrated producer of
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
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
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 Managers 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 Managers 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
Disclosure regulation
This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
Contacts
Asle Rønning , CEO, 91809043, asle@masoval.no- Gunnar Aftret, CFO, 91377389, gunnar@masoval.no
About Måsøval AS
Måsøval is an integrated producer of
Attachments
- Download announcement as PDF.pdf
- Contemplated private placement_Launch Announcement.pdf
© NTB Norway, source
