Oslo, 15 February 2021. Reference is made to the press release from Arctic Fish Holding AS (“Artic Fish” or the “Company”) published on 11 February 2021 regarding a contemplated private placement of new and existing shares in the Company (the “Private Placement”) and the subsequent admission to trading on Euronext Growth Oslo.
Arctic Fish is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approx. NOK 600 million through the allocation of 9,803,920 shares at a price of NOK 61.20 per share (the “Offer Price”). The Private Placement comprised a primary offering of 5,718,954 new shares (the “New Shares”) raising gross proceeds of approx. NOK 350 million to the Company (the “Primary Offering”) and a secondary offering of 3,267,973 existing shares (the “Sale Shares”) and approx. NOK 200 million to Bremesco Holding Ltd. (the “Selling Shareholder”) (the “Secondary Offering”). Additionally, the Managers (as defined below) have over allotted 816,993 shares (the “Additional Shares” and together with the New Shares and the Sale Shares, the “Offer Shares”).
The Private Placement attracted very strong interest from Norwegian, Icelandic, Nordic and international high-quality institutional investors and was multiple times oversubscribed excluding shares pre-allocated to cornerstone investors. Two of the Company’ existing shareholders subscribed for and were allocated Offer Shares at the Offer Price for a total amount of NOK 245 million distributed as follows: NOK 200 million from Norway Royal Salmon ASA / NOK 45 million from Novo ehf. In addition, Neil Shiran Thorisson, Chief Financial Officer in the Company, was allocated Offer Shares at the Offer Price for a total amount of NOK 20.5 million, and certain other members of the management and board in Arctic Fish subscribed for and were allocated Offer Shares at the Offer Price for a total amount equal to NOK 8.3 million. Furthermore, four cornerstone investors subscribed for and were allocated Offer Shares at the Offer Price for a total amount of NOK 97 million distributed as follows: NOK 50 million from Nordea Asset Management / NOK 28 million from Birta Pension Fund / NOK 15 million from Vestmannaeyja Pension Fund / NOK 4 million from Vördur tryggingar hf.
Following the allocation of Offer Shares, Norway Royal Salmon ASA will own approximately 51.3% of the shares in the Company and Bremesco Ltd. will own approximately 26.2% of the shares in the Company.
The net proceeds from the Primary Offering will mainly be used to fund growth and develop the Company’s value chain within existing license portfolio, including investment in the expansion of smolt capacity, farming equipment, biomass build-up, processing initiatives, to increase the value chain capacity in the expectation of receiving additional license capacity and for general corporate purposes. The net proceeds from the Secondary Offering will be for the benefit of the Selling Shareholder.
CEO of Arctic Fish, Stein Ove Tveiten says the following: “The Company intends to continue to invest and build up profitable and sustainable operations, where the farming is in harmony with the environment and society. We are very pleased with a successful Private Placement and this will secure the funding of the growth and further development of our value chain.”
The Company, its current Shareholders (including the Selling Shareholder), members of the Company’s Board of Directors and management have entered into customary lock-up arrangements with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Selling Shareholder, and 12 months for the Company, the members of the Company’s Board of Directors and management after the commencement of trading in the Company’s shares on Euronext Growth Oslo.
The Additional Shares will be settled by existing shares borrowed from the Selling Shareholder by the Managers (as defined below), which will be redelivered to the Selling Shareholder upon expiry of the stabilization period described below. The Selling Shareholder has granted DNB Markets, a part of DNB Bank ASA, acting as stabilization manager on behalf of the Managers (the “Stabilization Manager”), an option to purchase at the Offer Price, up to a number of additional shares in the Company held by the Selling Shareholder, equal to the number of Additional Shares, to cover any short positions resulting from the over-allotment of the Additional Shares (the “Greenshoe Option”). A separate disclosure will be issued by the Stabilization Manager regarding the over-allotment and stabilization activities. The Selling Shareholder will receive the proceeds from the Additional Shares if, and to the extent, that the Greenshoe Option is exercised.
Completion of the Private Placement is subject to: (i) all corporate resolutions of the Company required to issue the New Shares having been validly made, including the Company’s board of directors’ resolution to proceed with the Private Placement and to allocate the New Shares and the resolution by the Company’s extraordinary general meeting (the “EGM”) to issue the New Shares, currently expected on or about 16 February 2021, and (ii) registration of the share capital increase in the Company pursuant to the New Shares in the Norwegian Register of Business Enterprises having taken place.
The Company will have 31,876,653 shares outstanding following the Private Placement, resulting in a post-money market capitalization of NOK 1,951 million based on the Offer Price.
Allocation to investors will be communicated on or about 15 February 2021 and the Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 19 February 2021 following the registration of the new share capital in the Norwegian Registry of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
The first day of trading on Euronext Growth Oslo is expected to be on or about 19 February 2021 under the trading symbol “AFISH” (subject to the necessary approvals by the Oslo Stock Exchange and the registration of the Company’s shares in the Norwegian Central Securities Register).
The Stabilization Manager, on behalf of the Managers, may carry out stabilization activities during the period commencing on the first day of trading of the Company’s shares on Euronext Growth Oslo and ending at the close of trading on the 30th calendar day following such day. 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 Company’s shares. Net profits from stabilisation activities, if any, will be to the benefit of the Selling Shareholder.
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. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company, while Advokatfirmaet BAHR AS is acting as legal advisor to the Managers. Landslog acted as domestic legal advisor to the Company.
For more information, please contact:
Stein Ove Tveiten, Chief Executive Officer
Neil Shiran Thorisson, Chief Financial Officer
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.
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 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 (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 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 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 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 its affiliates accepts any liability arising from the use of this announcement.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Manager and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
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.