NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE 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 ,28 June 2022 :Statt Torsk ASA ("Statt Torsk " or the "Company") has retainedSpareBank 1 Markets AS as Lead Manager and Sole Bookrunner, and DanskeBank, Norwegian branch as Co-Lead Manager (together the "Managers") to advise on and effect a contemplated private placement of new ordinary shares in the Company (the "Offer Shares ") to raise gross proceeds of approximatelyNOK 26.7 - 50 million (the "Private Placement"). The subscription price per Offer Share in the Private Placement (the "Subscription Price") will beNOK 2.0 per share. The net proceeds from the Private Placement will be used to finance build-up of biomass to facilitate year-round delivery of farmed cod from H2 2022 (and is expected to be sufficient till the Company reaches this milestone), and for general corporate purposes. The following close associates to the Company's Board of Directors (the "Board") have pre-committed to subscribe for and be allocated shares for approx.NOK 10 million: (*) TD Veen AS, a company associated with member of the Board, Øyvind Schanke, has pre-committed to subscribe forOffer Shares forNOK 5.0 million . (*) Orinoco AS, a company controlled by the chairman of the Board,Nicolas Brun-Lie , has pre-committed to subscribe forOffer Shares forNOK 5.0 million . The following close associates to the Board and management have pre-committed to subscribe for and be allocated shares in the Private Placement for approx.NOK 6.7 million through conversion of a credit facility entered into on11 May 2022 (the "Credit Facility Conversion"): (*) Orinoco AS, a company controlled by the chairman of the Board,Nicolas Brun-Lie , has pre-committed to subscribe forOffer Shares forNOK 5.0 million through the Credit Facility Conversion. (*) Medvode AS, a company controlled by CEO,Gustave Brun-Lie , has pre-committed to subscribe forOffer Shares forNOK 1.0 million through the Credit Facility Conversion. (*) Mami Holding AS, a company controlled by member of the Board, Marianne Kveldstad, has pre-committed to subscribe forOffer Shares forNOK 0.7 million through the Credit Facility Conversion. The outstanding principal amount under the credit facility will be approx.NOK 4.0 million after the Private Placement. In addition, based on a limited market sounding exercise prior to launch, the Managers has received indications of interest to subscribe forOffer 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. The application period in the Private Placement will commence today, on28 June 2022 at16:30 CEST and close on29 June 2022 at08:00 CEST . The Managers 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) outsidethe United States in reliance on Regulation S under theU.S , Securities Act of 1933, as amended (the "U.S. Securities Act"), and (b) to investors inthe United States who are "qualified institutional buyers" ("QIBs") as defined in Rule 144A under theU.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 ofEUR 100,000 per investor. The Company may, however, at its sole discretion, allocate an amount belowEUR 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 ofOffer Shares will be determined at the end of the application period by the Board in consultation with the Managers, 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 about1 July 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 Managers and Orinoco AS, a close associate of our chairman,Nicolas Brun-Lie . The Managers 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 on20 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 Managers 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 shareholders' preferential rights inherent in a private placement, taking into consideration the time, costs, and risk of alternative methods of the securing the desired funding is in the common interest of the shareholders of the Company. By structuring the equity raise as a private placement, the Company is expected to raise equity efficiently, with a lower discount to the current trading price, at a lower cost and with a significantly lower risk compared to a rights issue. It has also been taken into consideration that the Private Placement is based on a publicly announced bookbuilding process. Further, the Offer Price in the Private Placement represents limited discount compared to the closing trading price of the Company's share as of28 June 2022 . Based on the foregoing, the limited dilution of the Private Placement, and the costs and risks for completing a subsequent repair offering, it is currently not planned to conduct a subsequent repair issue directed towards shareholders not participating in the Private Placement.SpareBank 1 Markets AS is acting as Lead Manager and Sole Bookrunner, andDanske Bank , Norwegian Branch is acting as Co-Lead Manager in connection with the Private Placement. Ro Sommernes is acting as legal advisor to the Company andAdvokatfirmaet Wiersholm AS is acting as legal advisor to the Managers. This information is considered to be inside information pursuant to theEU Market Abuse Regulation and is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act. Thisstock exchange notice was published by Bjug Borgund, CFO of the Company, on28 June 2022 at16:30 CEST . For more information; statt.no or contact:Gustave Brun-Lie , CEO, gbl@statt.no Bjug Borgund, CFO, bb@statt.no AboutStatt Torsk ASA :Statt Torsk ASA is listed on Euronext Growth with ticker STATT and with operations in Stad municipality. The company produces and sells farmedAtlantic 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 theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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 theUnited 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 Managers, 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 Managers 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.
Click here for more information
© Oslo Bors ASA, source