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.
Reference is made to the stock exchange release from SalMar ASA (“SalMar” or the “Company”) published earlier today regarding a contemplated private placement. The Company hereby announces that it has raised approximately NOK 2,709 million in gross proceeds through a private placement (the “Private Placement”) of 4,500,000 new shares (the “New Shares”), at a price per share of NOK 602. The New Shares allocated in connection with the Private Placement do not carry the right to the NOK 20 dividend as announced by the Company on 9 April 2021. The Private Placement took place through an accelerated bookbuilding process managed by Arctic Securities AS and Carnegie AS (together the “Managers”) as joint bookrunners after close of market today. The Private Placement received strong interest from high quality institutional investors in the Nordics and internationally, and was multiple times oversubscribed.
Completion of the Private Placement and the issuance of the New Shares were resolved 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 Company’s annual general meeting on 8 June 2021. The Company’s share capital following the Private Placement will be NOK 29,449,999.75 divided into 117,799,999 shares, each with a par value of NOK 0.25.
SalMar has a strong track record of profitable growth during its 30-year long history through operational excellence, organic growth and strategic mergers & acquisitions. In the current market environment, SalMar sees several attractive growth and investment opportunities across the entire value chain from roe to plate. These opportunities include purchase of salmon production licenses and company acquisitions, as well as organic investments in smolt production, coastal farming operations, harvesting and processing activities. SalMar has also taken a pole position in developing large-scale offshore farming, initially in Norway and eventually in other suitable locations. This is being pursued through the application for the establishment of the Smart Fish Farm pilot project for production in the open ocean where the company has received eight development licenses and through building an organisation and a construction pipeline to allow the rapid development of large-scale offshore and semi-offshore sustainable salmon farming, based on SalMar’s sustainable, best in class operational performance. The net proceeds from the Private Placement will be applied across these opportunities, subject to strict profitability and operational quality criteria.
Kverva Industrier AS, the Company’s largest shareholder and a company closely related to primary insiders Gustav M. Witzøe and Kverva AS, and Gustav Witzøe, CEO of the Company, was allocated 498,339 New Shares in the Private Placement and will, following completion of the Private Placement, hold 59,934,476 shares in the Company.
LIN AS, a company closely related to Leif Inge Nordhammer, Chairman of the Board of the Company, was allocated 25,065 New Shares in the Private Placement and will, following completion of the Private Placement, hold 1,299,685 shares in the Company.
Delivery versus payment settlement of the New Shares will be facilitated by existing and unencumbered shares in the Company being borrowed by Arctic Securities (on behalf of the Managers) from Kverva Industrier AS pursuant to a share lending agreement between such parties and the Company. The shares allocated in the Private Placement will thus be tradable from allocation. The Managers will settle the share loan with new shares in the Company to be issued pursuant to the resolution of the Board referred to above.
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 preferential rights inherent in a private placement is considered necessary in the interest of time and successful completion. Taking into consideration the time, costs and expected terms of alternative methods of securing the desired funding, as well as the subsequent offering considered, the Board of Directors has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.
For more information, please contact:
Trine Sæther Romuld, CFO & COO
Tel: + 47 991 63 632
Håkon Husby, Head of IR
Tel: +47 936 30 449
SalMar is one of the world’s largest and most efficient producers of farmed salmon. The Group has farming operations in Central Norway, Northern Norway and Iceland, as well as substantial harvesting and secondary processing operations in Norway, at InnovaMar in Frøya and Vikenco in Aukra. SalMar also owns 50 per cent of the shares in Scottish Sea Farms Ltd.
See www.salmar.no. for more information about the company.
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.
The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein 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 pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assume any responsibility in the event there is a violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.
Forward-looking statements: This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company’s current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.