NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE 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.
STABILIZATION AND OVER-ALLOTMENT NOTICE
Reference is made to the stock exchange announcement by Arctic Fish Holding AS
("Arctic Fish" or the "Company") on 15 February 2021 regarding Arctic Fish's
successful completion of a private placement (the "Private Placement") of new
and existing shares in the Company and the subsequent admission to trading on
Euronext Growth (Oslo).
DNB Markets, a part of DNB Bank ASA (the "Stabilization Manager") may, on behalf
of the Managers (as defined below), engage in stabilization activities of the
shares of the Company (the "Shares") from today, to and including 20 March 2021
(the "Stabilization Period"). Any stabilization transactions will be aimed to
support the market price of the Company's Shares traded on Euronext Growth
(Oslo).
As part of the Private Placement, the Managers have over-allotted 816,993 Shares
to the applicants in the Private Placement, which equals approximately 9% of
shares allocated in the Private Placement. In order to permit delivery in
respect of over-allotments made, the Stabilization Manager, on behalf of the
Managers, has borrowed a number of Shares (the "Over-allotment Option") equal to
the number of over-allotted Shares, from Bremesco Holding Ltd. (the "Selling
Shareholder"), and which will be redelivered to the Selling Shareholder upon
expiry of the Stabilization Period.
Further, the Selling Shareholder has granted the Stabilization Manager an option
(the "Greenshoe Option"), which may be exercised on behalf of the Managers, to
purchase a number of existing shares in the Company held by the Selling
Shareholder up to the number of over-allotted Shares, at a price per Share equal
to the offer price in the Private Placement of NOK 61.20 per Share (the "Offer
Price"). The Stabilization Manager may close out the short position created by
over-allotting shares in the Private Placement by buying shares in the open
market through stabilization activities and/or by exercising the Greenshoe
Option.
The Stabilization Manager, may effect transactions with a view to supporting the
market price of the Company's shares at a level higher than what might otherwise
prevail, through buying Shares in the Company in the open market at prices equal
to or lower than (but not above) the Offer Price. There is no obligation on the
Stabilization Manager to conduct stabilization activities and there can be no
assurance that stabilization activities will be undertaken. If stabilization
activities are undertaken, they may be discontinued at any time, and must be
ended upon or before expiry of the Stabilization Period.
Any stabilization activities will be conducted based on the same principles as
set out in Section 3-12 of the Norwegian Securities Trading Act section 3-12
and the EC Commission Regulation 2273/2003 regarding buy-back programmes and
stabilization of financial instruments, as well as, to the extent applicable,
article 5(4) of the EU Market Abuse Regulation and chapter III of the
supplemental rules set out in the Commission Delegated (EU) 2016/1052 of 8 March
2016 with regard to regulatory technical standards for the conditions applicable
to buy-back programmes and stabilization measures, in order to support the
market price of the Shares.
Net profits from stabilization activities, if any, will be to the benefit of the
Selling Shareholder, which will also receive the proceeds from any shares sold
under the Over-Allotment Option if, and to the extent that, the Greenshoe Option
is exercised.
DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as
Joint Global Coordinators and Joint Bookrunners and Arion Banki hf is acting as
Co-Manager in connection with the Private Placement and the Admission (jointly,
the "Managers"). Advokatfirmaet Wiersholm AS is acting as legal advisor to the
Company, while Advokatfirmaet BAHR AS is acting as legal advisor to the
Managers.
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. Any offering of the securities referred to in
this announcement will be made by means of a set of subscription materials
provided to potential investors. Investors should not subscribe for any
securities referred to in this announcement except on the basis of information
contained in the aforementioned subscription material.
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 Arctic Fish 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.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. Arctic Fish undertakes no 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.
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 Arctic Fish. Neither the
Company, the Managers nor any of their respective affiliates accepts any
liability arising from the use of this announcement.
This information is subject of the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
