Andfjord Salmon

Share Issue/Capital Change • Jun 26, 2023

Andfjord Salmon AS - Contemplated private placement

Andfjord Salmon AS - Contemplated private placement

26.6.2023 16:37:37 CEST | Andfjord Salmon | Inside information

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Oslo, 26 June 2023: With reference to the stock exchange notices dated 13 June

2023 and 20 June 2023, Andfjord Salmon AS ("Andfjord Salmon" or the "Company")

hereby announces an intention to carry out a private placement with gross

proceeds of NOK 550 - 650 million (the "Private Placement") by issuing new

shares in the Company (the "Offer Shares") at a price of NOK 38.50 per Offer

Share. The final size of the Private Placement (the "Offer Size") and the number

of Offer Shares to be issued will be determined by the Board of Directors of the

Company (the "Board") following an accelerated bookbuilding process. ABG Sundal

Collier ASA, Arctic Securities AS and SpareBank 1 Markets are acting as Joint

Bookrunners (the "Joint Bookrunners") in connection with the Private Placement.

The net proceeds from the Private Placement will be used to expand the Company's

production capacity at Kvalnes and for general corporate purposes.

Please visit the Company's website for an updated Company Presentation:

https://www.andfjordsalmon.com/en/our-investors/reports-and-presentations/.

The Private Placement will be directed towards Norwegian and international

institutional investors, in each case subject to and in compliance with

applicable exemptions from relevant prospectus or registration requirements.

The Company's second largest shareholder, Jerónimo Martins (holding 10.54% of

outstanding shares in the Company and represented on the board of directors by

Antonio Serrano), has pre-committed to subscribe for and will be allocated Offer

Shares for NOK 385 million. Eidsfjord Sjøfarm (holding 1.25% of outstanding

shares in the Company and represented on the board of directors by Knut Holmøy)

has pre-committed to subscribe for and will be allocated Offer Shares for NOK 80

million. In addition, Andfjord Holding AS, Skagerak Vekst AS and UFI AS, all

represented on the Board, have pre-committed to subscribe for a total of up to

NOK 24 million in the Private Placement.

The bookbuilding period for the Private Placement commences today, 26 June 2023

at 16:30 CEST and closes on 27 June 2023 at 08:00 CEST. The bookbuilding period

may, at the discretion of the Company and the Joint Bookrunners, close earlier

or later and may be cancelled at any time and consequently, the Company may

refrain from completing the Private Placement. The Company will announce the

final number of Offer Shares placed and the final subscription price in the

Private Placement in a stock exchange announcement to be published before the

opening of trading on Euronext Growth Oslo tomorrow, 27 June 2023. Completion of

the Private Placement is subject to final approval by the Board and, with

respect to Tranche 2 (as defined below), approval by an extraordinary general

meeting of the Company expected to be held on or about 5 July 2023 (the "EGM").

The minimum subscription and allocation amount in the Private Placement will be

the NOK equivalent of EUR 100,000, provided that the Company may, at its sole

discretion, allocate an amount below EUR 100,000 to the extent applicable

exemptions from the prospectus requirement pursuant to applicable regulations,

including the Norwegian Securities Trading Act and ancillary regulations, are

available.

The allocation will be determined after the bookbuilding period and final

allocation will be made at the Board's sole discretion (subject to approval by

the EGM with respect to Offer Shares in Tranche 2). Notification of allotment

and payment instructions is expected to be issued to the applicants on or about

27 June 2023 through a notification to be issued by the Joint Bookrunners.

The Offer Shares will be allocated in two tranches as follows: one tranche with

8,207,785 Offer Shares ("Tranche 1") and a second tranche with a number of Offer

Shares which results in a total transaction (i.e. both tranches) equal to the

final Offer Size ("Tranche 2").

Tranche 1 is expected to be settled on a delivery versus payment basis on or

about 29 June 2023 by delivery of existing and unencumbered shares in the

Company that are already listed on Euronext Growth Oslo pursuant to a share

lending agreement (the "Share Lending Agreement") expected to be entered into

between the Company, Andfjord Holding AS, Skagerak Vekst AS, SpareBank 1 Markets

AS and the Joint Bookrunners. New shares in Tranche 1 will be issued by the

Board pursuant to the board authorisation (the "Board Authorisation") granted by

the annual general meeting of the Company held on 12 May 2023, and will be used

to settle the share loan pursuant to the Share Lending Agreement.

Tranche 2 is expected to be settled on or about 11 July 2023. Issuance of new

shares in Tranche 2 is subject to approval by the EGM.

The Offer Shares allocated to applicants in Tranche 1 will be tradable upon

allocation and Offer Shares allocated in Tranche 2 will be tradable after the

share capital increase pertaining to Tranche 2 has been registered with the

Norwegian Register of Business Enterprises (the "NRBE").

Jerónimo Martins, Eidsfjord Sjøfarm and the investors represented on the Board

who have pre-committed to subscribe for Offer Shares will receive their

allocation in Tranche 2 (in respect of the Offer Shares to be issued in the

Private Placement exceeding the maximum number the Offer Shares which may be

issued under the Board Authorization).

Completion of Tranche 1 is subject to a resolution by the Board to issue the

Offer Shares in Tranche 1 pursuant to the Board Authorization. Completion of

Tranche 2 is subject a resolution by the EGM to issue the Offer Shares in

Tranche 2. Further, completion of the Private Placement is subject to the Board

resolving to consummate the Private Placement and to allocate the Offer Shares,

registration of the share capital increase in the NRBE and the Offer Shares

being validly issued and registered with the Norwegian Central Securities

Depository (VPS). Completion of Tranche 1 is not conditional upon completion of

Tranche 2. The settlement of Offer Shares under Tranche 1 will remain final and

binding and cannot be revoked, cancelled or terminated by the respective

applicants if Tranche 2 is not completed.

The Company, members of management and key employees have agreed with the Joint

Bookrunners to a lock-up for a period of 12 months from the settlement date for

the Private Placement, subject to customary exceptions. Shareholders represented

on the Board have agreed with the Joint Bookrunners to a lock-up on their

existing holding for a period of 6 months from the settlement date for the

Private Placement, subject to customary exceptions.

The contemplated Private Placement involves that the shareholders' preferential

rights to subscribe for and be allocated the Offer Shares are set aside. The

Board has considered the structure of the equity raise in light of the equal

treatment obligations under the Norwegian Private Limited Companies Act, the

rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo

Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the

view that it is in the common interest of the Company and its shareholders to

raise equity through a private placement. A private placement enables the

Company to secure equity financing to expand the Company's production capacity

at Kvalnes, shortly after securing commitment for a bank financing. Further, a

private placement will reduce execution and completion risk and allows for the

Company to utilize current market conditions and raise capital more quickly, at

a lower discount compared to a rights issue and without the underwriting

commissions normally seen with rights offerings. Further, the Subsequent

Offering (as defined below), if implemented, will secure that eligible

shareholders will receive the opportunity to subscribe for new shares at the

same subscription price as that applied in the Private Placement.

On this basis the Board has considered the proposed transaction structure to be

in the common interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, consider

conducting a subsequent share offering of new shares (the "Subsequent

Offering"). If carried out, the size and structure of the Subsequent Offering

shall be in line with market practice. Shareholders being allocated shares in

the Private Placement will not be eligible to participate in a Subsequent

Offering. The Company reserves the right in its sole discretion to not conduct

or cancel the Subsequent Offering.

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in

connection with the Private Placement.

DISCLOSURE REGULATION

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.

This stock exchange announcement was published by Bjarne Martinsen, CFO at

Andfjord Salmon AS on 26 June 2023 at 16:37 CEST on behalf of the Company.

CONTACTS

* Investors: Bjarne Martinsen, CFO, Andfjord Salmon AS, +47 975 08 345,

bjarne.martinsen@andfjord.no

* Media: Martin Rasmussen, CEO, Andfjord Salmon AS, +47 975 08 665,

martin@andfjord.no

ABOUT ANDFJORD SALMON

Located at Kvalnes on the island of Andøya on the Arctic Archipelago of

Vesterålen, Norway, Andfjord Salmon has developed an innovative and sustainable

aquaculture concept for land-based farming of Atlantic salmon, based on a

flow-through technology solution. The company's ambition is to build the world's

most sustainable and fish-friendly aquaculture facility of its kind.

Andfjord Salmon AS is listed on Euronext Growth under the ticker ANDF.

www.andfjordsalmon.com - http://www.andfjordsalmon.com/

Important Notices

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. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. 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. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

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 or their

securities 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 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 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.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, 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 provide any guarantees 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

document.

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 of the Joint Bookrunners nor any of their respective 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 in the Company. Neither the Joint

Bookrunners nor any of their respective affiliates accepts any liability arising

from the use of this announcement.