SalMar – Private placement successfully completed
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(Kverva, June 8, 2021) Reference is made to the stock market press release from SalMar ASA (“SalMar” or the “Company”) published earlier today regarding a proposed private placement. The Company hereby announces that it has raised gross proceeds of approximately NOK 2,709 million through a private placement (the “Private Placement”) of 4,500,000 new shares (the “New Shares”), at a price per share of 602 NOK. The new shares allocated within the framework of the Private Placement do not give the right to the dividend of NOK 20 as announced by the Company on April 9, 2021. The Private Placement took place through an accelerated bookbuilding process managed by Arctic Securities AS and Carnegie AS (together the “Managers”) as associate bookkeepers after the market close today. The private placement has generated a lot of interest from high-quality institutional investors in the Nordic countries and in the abroad, and has been oversubscribed several times.
The completion of the Private Placement and the issue of the New Shares were decided by the Board of Directors of the Company (the “Board”) at a Board meeting held today, pursuant to an authorization to increase the share capital granted to the Board by the Annual General Meeting of the Company on June 8, 2021. The share capital of the Company following the Private Placement will be NOK 29,449 99.75 divided into 117,799,999 shares, each of a nominal value of 0.25 NOK.
SalMar has a strong track record of profitable growth over its 30 year history through operational excellence, organic growth and strategic mergers and acquisitions. In the current market environment, SalMar sees several attractive growth and investment opportunities across the value chain from egg to plate. These opportunities include the purchase of salmon production licenses and business acquisitions, as well as organic investments in smolt production, inshore farming operations, harvesting and processing activities. SalMar has also taken a leading position in the development of large-scale offshore agriculture, initially in Norway and eventually in other suitable locations. This is continued by the application for the establishment of the pilot Smart Fish Farm for high seas production where the company has received eight development licenses and by the construction of an organization and construction pipeline to allow the rapid development of large-scale offshore and sustainable midshore salmon farming, based on the sustainable and best-in-class operational performance of SalMar. The net proceeds of the Private Placement will be applied to these opportunities, subject to strict criteria of profitability and operational quality.
Kverva Industrier AS, the largest shareholder of the Company and a company closely related to the main insiders Gustav M. Witzøe and Kverva AS, and Gustav Witzøe, CEO of the Company, were allotted 498,339 New Shares under the Placement Private and, after completion of the Placement, hold 59,934,476 Company shares.
LIN AS, a company closely related to Leif Inge Nordhammer, Chairman of the Company’s Board of Directors, has been granted 25,065 new shares under the private placement and will hold, upon completion of the private placement, 1,299,685 company shares.
The settlement delivery against payment of the New Shares will be facilitated by the borrowing of existing and unencumbered shares of the Company by Arctic Securities (on behalf of the Managers) to Kverva Industrier AS in accordance with a share loan agreement between these parties and the society. The shares allocated within the framework of the Private Placement will thus be negotiable as of the allocation. The Managers will settle the loan of shares with new shares of the Company to be issued in accordance with the Board resolution mentioned above.
The Company has reviewed the Private Placement in the light of equal treatment obligations under Norwegian Securities Law and Oslo B nors Circular no. 2/2014 and is of the opinion that the waiver of the preferential rights inherent in a private placement is deemed necessary in the interest of time and good performance. Taking into account the time, costs and conditions expected of the alternative methods of securing the desired financing, as well as the planned subsequent offer, the Board of Directors has concluded that the conclusion of the Private Placement under acceptable conditions at this stage is in the common interest of the shareholders of the Company.
For more information please contact:
Trine Sæther Romuld, CFO and COO
Phone: + 47 991 63 632
E-mail: [email protected]
Håkon Husby, Head of International Relations
Phone. : +47 936 30 449
Email: [email protected]
SalMar is one of the largest and most efficient farmed salmon producers in the world. The Group has farms in Central Norway, Northern Norway and Iceland, as well as significant harvesting and secondary processing operations in Norway, at InnovaMar in Frøya and Vikenco in Aukra. SalMar also owns 50 percent of the shares of Scottish Sea Farms Ltd.
See www.salmar.no. for more information about the company.
This information is considered inside information in accordance with the EU Market Abuse Regulation and is subject to disclosure requirements in accordance with Section 5-12 of the Norwegian Securities Law.
The press release is not intended for publication or distribution, in whole or in part, directly or indirectly, in Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This press release is an announcement made in accordance with legal information obligations and is subject to the disclosure requirements in accordance with section 5-12 of the Norwegian Securities Law. It is issued for informational purposes only and does not constitute or form part of any offer or solicitation to buy or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned in this document have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”). The securities may not be offered or sold in the United States except as an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of securities in the United States or to conduct a public offering of securities in the United States. No copy of this announcement is made and may not be distributed or sent to Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares of the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility for any violation by any person of these restrictions.
Distribution of this press release may in certain jurisdictions be restricted by law. Persons in possession of this press release should inform themselves and observe these restrictions. Any breach of these restrictions may constitute a violation of the securities laws of such jurisdiction.
The Managers are acting on behalf of the Company and nobody else in connection with the Private Placement and will not be liable to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice regarding the Private Placement. and / or any other matter mentioned in this press release.
Forward-Looking Statements: This press release and any material distributed in connection with this press release may contain certain forward-looking statements. By their nature, forward-looking statements involve risks and uncertainties because they reflect the Company’s current expectations and assumptions about future events and circumstances which may not prove to be correct. A number of important factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.