Registration Form • Jul 2, 2021
Registration Form
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(Organisation number: 983 478 638)
This information document (the "Information Document") has been prepared by Gigante Salmon AS (the "Company" or "Gigante Salmon") solely for use in connection with the admission to trading of the Company's 105,556,037 outstanding shares, each with a par value of NOK 1 (the "Shares") on Euronext Growth Oslo (the "Admission to Trading").
The Company's Shares have been admitted for trading on the Euronext Growth Oslo and it is expected that the Shares will start trading on 5 July 2021 under the ticker symbol "GIGA".
Euronext Growth is a market operated by Euronext. Companies on Euronext Growth, a multilateral trading facility (MTF), are not subject to the same rules as companies on a Regulated Market (a main market). Instead they are subject to a less extensive set of rules and regulations adjusted to small growth companies. The risk in investing in a company on Euronext Growth may therefore be higher than investing in a company on a Regulated Market. Investors should take this into account when making investment decisions.
The present Information Document does not constitute a prospectus within the meaning of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71. The present Information Document has been drawn up under the responsibility of the Issuer. It has been reviewed by the Euronext Growth Advisor and has been subject to an appropriate review of its completeness, consistency and comprehensibility by Euronext.
THIS INFORMATION DOCUMENT SERVES AS AN INFORMATION DOCUMENT ONLY, AS REQUIRED BY THE EURONEXT GROWTH OSLO ADMISSION RULES. THIS INFORMATION DOCUMENT DOES NOT CONSTITUE AN OFFER TO BUY, SUBSCRIBE OR SELL ANY OF THE SECURITIES DESCRIBED HEREIN, AND NO SECURITIES ARE BEING OFFERED OR SOLD PURSUANT HERETO.
Investing in the Company involves a high degree of risk. Prospective investors should read the entire document and, in particular, Section 2 (Risk Factors) and Section 1.4 (Cautionary note regarding forwardlooking statements) when considering an investment in the Company and its Shares.
_______________________________________________________________
Euronext Growth Oslo Advisor
The date of this Information Document is 1 July 2021
This Information Document has been prepared solely by the Company in connection with the Admission to Trading. The purpose of the Information Document is to provide information about the Company and its underlying business. This Information Document has been prepared solely in the English language.
For definitions of terms used throughout this Information Document, see Section 8 (Definitions and Glossary). The Company has engaged SpareBank 1 Markets AS as Euronext Growth Advisor (the "Advisor").
This Information Document has been prepared to comply with the Euronext Growth Oslo Admission Rules. The Information Document does not constitute a prospectus under the Norwegian Securities Trading Act and related secondary legislation, including Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and has not been reviewed or approved by any governmental authority.
All inquiries relating to this Information Document should be directed to the Company or the Advisor. No other person has been authorized to give any information, or make any representation, on behalf of the Company and/or the Advisor in connection with the Admission to Trading, if given or made, such other information or representation must not be relied upon as having been authorized by the Company and/or the Advisor.
The information contained herein is as of the date hereof and subject to change, completion or amendment without notice. There may have been changes affecting the Company subsequent to the date of this Information Document. Any new material information and any material inaccuracy that might have an effect on the assessment of the Shares arising after the publication of this Information Document and before the Admission to Trading will be published and announced promptly in accordance with the Euronext Growth Oslo regulations. Neither the delivery of this Information Document nor the completion of the Admission to Trading at any time after the date hereof will, under any circumstances, create any implication that there has been no change in the Company's affairs since the date hereof or that the information set forth in this Information Document is correct as of any time since its date.
The contents of this Information Document shall not be construed as legal, business or tax advice. Each reader of this Information Document should consult its own legal, business or tax advisor as to legal, business or tax advice. If you are in any doubt about the contents of this Information Document, you should consult your stockbroker, bank manager, lawyer, accountant or other professional adviser.
The distribution of this Information Document in certain jurisdictions may be restricted by law. Persons in possession of this Information Document are required to inform themselves about, and to observe, any such restrictions. No action has been taken or will be taken in any jurisdiction by the Company that would permit the possession or distribution of this Information Document in any country or jurisdiction where specific action for that purpose is required.
The Shares may be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.
This Information Document shall be governed by and construed in accordance with Norwegian law. The courts of Norway, with Oslo District Court (Norwegian: "Oslo tingrett") as legal venue, shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Information Document.
Investing in the Company's Shares involves risks. See Section 2 (Risk Factors) of this Information Document.
The Company is a private limited liability company incorporated under the laws of Norway. As a result, the rights of holders of the Shares will be governed by Norwegian law and the Company's articles of association (the "Articles of Association"). The rights of shareholders under Norwegian law may differ from the rights of shareholders of companies incorporated in other jurisdictions.
The members of the Company's board of directors (the "Board Members" and the "Board of Directors", respectively) and the members of the Company's senior executive management team (the "Executive Management") are not residents of the United States of America (the "United States"), and a substantial portion of the Company's assets are located outside the United States. As a result, it may be very difficult for investors in the United States to effect service of process on the Company, the Board Members and members of the Executive Management in the United States or to enforce judgments obtained in U.S. courts against the Company or those persons, whether predicated upon civil liability provisions of federal securities laws or other laws of the United Stated (including any State or territory within the United States).
The United States and Norway do not currently have a treaty providing for reciprocal recognition and enforcement of judgements (other than arbitral awards) in civil and commercial matters. Uncertainty exists as to whether courts in Norway will enforce judgments obtained in other jurisdictions, including the United States, against the Company or its Board Members or members of the Executive Management under the securities laws of those jurisdictions or entertain actions in Norway against the Company or its Board Members or members of the Executive Management under the securities laws of other jurisdictions. In addition, awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in Norway.
Similar restrictions may apply in other jurisdictions.
| 1. | STATEMENT OF RESPONSIBILITY AND OTHER INFORMATION 6 | ||
|---|---|---|---|
| 1.1 | Statement of responsibility 6 | ||
| 1.2 | Other important investor information 7 | ||
| 1.3 | Third-party information 7 | ||
| 1.4 | Cautionary note regarding forward-looking statements 7 | ||
| 1.5 | Advisors 8 | ||
| 2. | RISK FACTORS 9 | ||
| 2.1 | Risk related to the business and industry in which the Group operates 9 | ||
| 2.2 | Risk related to laws and regulations 15 | ||
| 2.3 | Risk relating to the Shares and the Admission 16 | ||
| 3. | PRESENTATION OF THE COMPANY 20 | ||
| 3.1 | Information about Gigante Salmon AS 20 | ||
| 3.2 | Important events of the Group 20 | ||
| 3.3 | Reasons for the Admission to Trading 21 | ||
| 3.4 | Business overview 21 | ||
| 3.5 | Principal markets 23 | ||
| 3.6 | Competitive situation 25 | ||
| 3.7 | Material contracts 25 | ||
| 3.8 | Related party transactions 27 | ||
| 3.9 | Patents 28 | ||
| 3.10 | Investments and certain contractual commitments 28 | ||
| 4. | ORGANIZATION, BOARD OF DIRECTORS AND MANAGEMENT 29 | ||
| 4.1 | Introduction 29 | ||
| 4.2 | Board of directors 29 | ||
| 4.3 | Management 31 | ||
| 4.4 | Corporate Governance 34 | ||
| 4.5 | Benefits upon termination 34 | ||
| 5. | FINANCIAL INFORMATION 35 | ||
| 5.1 | Summary of accounting policies and principles 35 | ||
| 5.2 | Financial figures 35 | ||
| 5.3 | Changes in financial or trading position 38 | ||
| 5.4 | Publication of financial information 38 | ||
| 5.5 | Working Capital 38 | ||
| 5.6 | Auditor 39 | ||
| 5.7 | Legal and arbitration proceedings 39 | ||
| 5.8 | Employees 39 | ||
| 6. | THE SHARES AND SHARE CAPITAL 40 | ||
| 6.1 | The Shares 40 | ||
| 6.2 | Share Capital 40 | ||
| 6.3 | Financial instruments 40 | ||
|---|---|---|---|
| 6.4 | Authorisation to increase the share capital 40 | ||
| 6.5 | Treasury shares 41 | ||
| 6.6 | Change of control 41 | ||
| 6.7 | Private placement 41 | ||
| 6.8 | Major shareholders 42 | ||
| 6.9 | Dividends and dividend policy 42 | ||
| 6.10 | Certain aspects of Norwegian corporate law 44 | ||
| 6.11 | Takeover bids and forced transfers of shares 46 | ||
| 7. | NORWEGIAN TAXATION 47 | ||
| 7.1 | Taxation of dividends 47 | ||
| 7.2 | Taxation upon realization of shares 48 | ||
| 7.3 | Net wealth tax 49 | ||
| 7.4 | Stamp duty / transfer tax 49 | ||
| 7.5 | The Company's responsibility for the withholding of taxes 49 | ||
| 8. | DEFINITIONS AND GLOSSARY 50 | ||
| Appendix 1: | Articles of Association |
|---|---|
| Appendix 2: | Audited Consolidated Annual Report 2020 (with comparable figures for 2019) |
This Information Document has been prepared solely in connection with the admission on Euronext Growth.
We declare that, to the best of our knowledge, the information provided in the Information Document is fair and accurate and that, to the best of our knowledge, the Information Document is not subject to any material omissions, and that all relevant information is included in the Information Document.
1 July 2021
Eirik Sørgård Chairperson
Kjell Arild Lorentsen Board member
Kristin Ingebrigtsen Board member
The Company has furnished the information in this Information Document. No representation or warranty, express or implied, is made by the Advisor as to the accuracy, completeness or verification of the information set forth herein, and nothing contained in this Information Document is, or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Advisor assumes no responsibility for the accuracy or completeness or the verification of this Information Document and accordingly disclaim, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this Information Document or any such statement.
Neither the Company nor the Advisor, or any of their respective affiliates, representatives, advisors or selling agents, is making any representation to any purchaser of the Shares regarding the legality of an investment in the Shares. Each investor should consult with his or her own advisors as to the legal, tax, business, financial and related aspects of a purchase of the Shares.
Throughout this Information Document, we have used industry and market data obtained from independent industry publications, market research, internal surveys and other publicly available information. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. We have not independently verified such data. Similarly, whilst we believe that our internal surveys are reliable, they have not been verified by independent sources and we cannot assure you of their accuracy. Thus, we do not guarantee or assume any responsibility for the accuracy of the data, estimates, forecasts or other information taken from sources in the public domain. The information in this Information Document that has been sourced from third parties has been accurately reproduced and, as far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
The Company confirms that no statement or report attributed to a person as an expert is included in this Information Document.
Unless otherwise indicated in the Information Document, the basis for any statements regarding the Company's competitive position is based on the Company's own assessment and knowledge of the market in which it operates.
This Information Document includes forward-looking statements that reflect the Company's current views with respect to future events and financial and operational performance. These forward-looking statements may be identified by the use of forward-looking terminology, such as the terms "anticipates", "assumes", "believes", "can", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "should", "will", "would" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements are not historic facts. Prospective investors in the Shares are cautioned that forward-looking statements are not guarantees of future performance and that the Company's actual financial position, operating results and liquidity, and the development of the industry in which the Company operates, may differ materially from those made in, or suggested, by the forward-looking statements contained in this Information Document. The Company cannot guarantee that the intentions, beliefs or current expectations upon which its forward-looking statements are based, will occur.
By their nature, forward-looking statements involve, and are subject to, known and unknown risks, uncertainties and assumptions as they relate to events and depend on circumstances that may or may not occur in the future. Because of these known and unknown risks, uncertainties and assumptions, the outcome may differ materially from those set out in the forward-looking statements. For a non-exhaustive overview of important factors that could cause those differences, please refer to Section 2 (Risk factors).
Furthermore, forward-looking statements speak only as at the date on which they are made. The Company undertakes no obligation to publicly update or publicly revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or to persons acting on the Company's behalf are expressly qualified in their entirety by the cautionary statements referred to above and contained elsewhere in this Information Document.
SpareBank 1 Markets has been retained as Advisor in connection with the Admission to Trading. SpareBank 1 Markets and SpareBank 1 Nord-Norge have been retained as Managers in connection with the Private Placement. Advokatfirmaet Wiersholm AS has acted as Norwegian legal counsel to the Managers. Advokatfirmaet Haavind AS ("Haavind") has acted as Norwegian legal counsel to the Company in connection with the Admission to Trading.
Investing in the Shares involves inherent risks. Before making an investment decision, investors should carefully consider the risk factors and all information contained in this Information Document, including the Financial Information and related notes. The risks and uncertainties described in this Section 2 (Risk factors) are the principal known risks and uncertainties faced by the Group as of the date hereof that the Company believes are the material risks relevant to an investment in the Shares. An investment in the Shares is suitable only for investors who understand the risks associated with this type of investment and who can afford a loss of all or part of their investment. The absence of a negative past experience associated with a given risk factor does not mean that the risks and uncertainties described herein should not be considered prior to making an investment decision.
If any of the risks were to materialize, individually or together with other circumstances, it could have a material and adverse effect on the Group and/or its business, financial condition, results of operations, cash flow and/or prospects, which may cause a decline in the value of the Shares that could result in a loss of all or part of any investment in the Shares. The risks and uncertainties described below are not the only risks the Group may face. Additional risks and uncertainties that the Company currently believes are immaterial, or that are currently not known to the Company, may also have a material adverse effect on the Group's business, financial condition, results of operations and cash flow. The order in which the risks are presented below is not intended to provide an indication of the likelihood of their occurrence nor of their severity or significance.
The Risk Factors are sorted into a limited number categories, where the Company has sought to place each individual risk factor in the most appropriate category based on the nature of the risk it represents. This does not mean that the remaining risk factors are ranked in order of their materiality or comprehensibility, and the fact that a risk factor is not mentioned first in its category does not in any way suggest that the risk factor is less important when taking an informed investment decision. The risks mentioned herein could materialize individually or cumulatively.
The information in this Section 2 is as of the date of this Information Document.
The Group is in an ongoing developing process and is still in the preoperational phase. The Group has limited operating history and implementing its strategy will require Executive Management to make complex judgments. Hence, no assurance can be given that the Group will achieve its objectives or other anticipated benefits. Further, risks relating to the successful implementation of the Group's strategies may be increased by external factors, such as downturn in salmon prices, increased competition, unexpected changes in applicable regulations or the materialisation of any of the risk factors mentioned herein, which may require Executive Management's focus and resources, and which could in turn imply failure or delay in the successful adoption of the Group's business strategy. Failure to implement the Group's business strategy could have a material adverse effect on the Group's results, financial condition, cash flow and prospects.
There are numerous risks associated with construction of the Group's facility at Lille Indre Rosøya (the "Rødøy Facility"), including delays, cost overruns, shortages or delays in equipment, materials or skilled labour; failure of the equipment to meet quality and/or performance standards, inability to obtain required permits and approvals, unanticipated cost increases, design or engineering changes, labour disputes or any events of force majeure, all of which individually or in the aggregate may cause delays or cost overruns. Significant cost overruns or delays could have a material adverse effect on the Group's business, results of operations, cash flows, financial condition and/or prospects. The construction project is also dependent on external financing, under which the Group is required to fulfil a number of conditions, including raising an additional NOK 192,000,000 in equity before the construction loan can be drawn on. The loan agreements also contains a change of control that is triggered if Gigante Havbruk AS no longer controls, directly or indirectly, Gigante Salmon Rødøy AS.
2.1.3 The Group may not have sufficient insurance coverage to cover any damage to the Rødøy Facility, during and after the construction has completed
The Rødøy Facility is subject to risk for damage during the construction work, and even after completion of the construction the Rødøy Facility may be damaged and/or subject to downtime which may limit or slow down the construction and/or the production (as the case may be), and be costly to repair. The Group may not have sufficient insurance coverage for such damages and/or downtime, which could subject the Group to significant costs which in turn could have a material adverse effect on the Group's financial position and results.
While the Group will obtain project insurance prior to commencement of the construction of the Rødøy Facility, there is no guarantee that the insurance will sufficiently cover any damage to the Rødøy Facility brought about by the forces of nature.
Land based salmon farming is a fairly new industry and, as a consequence, experience with land based salmon farming has been developing rapidly due to practical implementation of research taking place in several different companies. The Group seeks to benefit from the fish farming knowledge built up from conventional salmon farming, even though realizing that land-based fish farming has its own challenges such as limited numbers of independent water systems, management of gas injection (such as oxygen) and gas stripping (such as carbon dioxide) and dependency on constant, uninterrupted electrical power. As such, there are still major biological challenges to overcome prior to establishing a fully predictable production cycle. This will impact the success of the Group.
As the concept of land based salmon farming is relatively new and still in the development phase, there is no guarantee that it will be competitive with conventional salmon farming. In addition to the inherent risks involved due to the Group being in a development phase in a new industry, such as risks related to faults in production, operations, maintenance, faults in the Group's technology, etc., there is also a risk that the Group's commercialisation strategy is found limiting, and that other players in the industry are able to commercialise at a more rapid pace than the Group, which may in turn have material adverse effects on the Group's results, financial condition, cash flow and prospects.
The market for farmed salmon in general is global and highly competitive, and the Group will face strong competition from both domestic and international players within the farmed salmon market. If the Group is unable to compete efficiently, e.g. due to overcapacity, consolidation, increased competition and price pressure in the market, this may have a material adverse effect on the business, financial condition, results of operations or cash flow of the Group.
2.1.6 The Group's operations are expected to be subject to several biological risks which could have a negative impact on the Group's future profitability and cash flows
Upon commencement of operations of the Rødøy Facility (in part or in whole), the Group will be exposed to biological risks such as instance oxygen depletion, diseases, viruses, bacteria, parasites, algae blooms, jelly fish and other contaminants, which may have adverse effects on fish survival, health, growth and welfare and result in reduced harvest weight and volume, downgrading of products and claims from customers. An outbreak of a significant or severe disease represents a cost for the Group through e.g. direct loss of fish, loss of biomass growth, accelerated harvesting and poorer quality on the harvested fish and may also be followed by a subsequent period of reduced production capacity and loss of income. The most severe diseases may require culling and disposal of the entire stock, disinfection of the farm and a long subsequent fallow period as preventative measures to stop the disease from spreading. Market access could be impeded by strict border controls, not only for salmon from the infected farm, but also for products originating from a wider geographical area surrounding the site of an outbreak. Continued disease problems may also attract negative media attention and public concerns. Salmon farming has historically experienced several episodes with extensive disease problems and no assurance can be given that this will not also happen in the future. Epidemic outbreaks of diseases may have a material adverse effect on the business, financial condition, results of operations or cash flow of the Group.
As the Group will not have any stable income until 2024, the Group is disproportionality more exposed to biological risks compared to its peers in the land-based salmon industry that have more sources of revenue and thus better financial prerequisites of dealing with a biological risk materializing.
2.1.7 Aquaculture is vulnerable to errors in technology, production equipment and maintenance routines
Aquaculture as an industry is vulnerable to errors in technology, production equipment and maintenance routines. Such errors could cause damage to production and biomass, which will become the Group's most valuable assets, and as such be detrimental to the Group's future business and to the value of the Group as a whole. Hence, it is imperative that the Group ensure that it is able to implement routines and safety measures to protect its production line and develop its biomass. The Group will partly be reliant on third-party suppliers of technical production equipment and sufficient maintenance routines for its production facilities. Despite the security and maintenance measures in place, the Group's facilities and systems, and those of its third-party service providers, may be vulnerable to technical errors, limits in capacity, breaches in routines, lack of surveillance, acts of vandalism, human errors or other similar events.
2.1.8 Cybersecurity risks could adversely affect and disrupt the Group's future business and operations
Threats to network and data security are increasingly diverse and sophisticated and the Group's servers, computer systems and those of third parties that it uses in its operations are vulnerable to cybersecurity risks, For example, the Group's future operations will depend on the maintenance and monitoring of its general operations, production facilities and biomass, and such maintenance and monitoring depend to a large extent on uninterrupted performance of IT systems. Implementing and maintaining sufficient surveillance is critical for growth and wellbeing of biomass. Any cyber-attack or other security breach could jeopardize the performance of IT systems, leading to a disruption or tampering of the systems and, potentially, the loss of biomass. Any cyber-attack that attempts to disrupt system service or otherwise access IT systems of the Group or those of third parties which the Group uses or will use, if successful, could adversely affect the Group's future business, financial condition and operating results and be expensive to remedy.
2.1.9 Risks arising from the Group's contractual relationships with suppliers and transporters, processors and vendors of fish products
In connection with development of the Group's fish farms and, upon commencement of transportation, processing and sale of fish products, the Group must to a significant extent rely upon its counterparties, and their contracting parties, to fulfil their contractual obligations towards the Group. Should any supplier and transporter, processor or vendor of fish products, or their third-parties, fail to deliver according to contract, the Group may be at risk of suffering significant reputational damage, which may lead to impaired relationships with buyers and other important business connections. Furthermore, breach of contract by counterparties may i.e. also expose the Group to risk of disputes and legal proceedings arising from contractual liability, as well as a reduction of revenues.
2.1.10 The Group's operation will be dependent on the quality and availability of salmon smolt, and there are risks related to the transportation of such smolt
The Group's operation will be dependent on the quality and availability of salmon smolt. Smolt may perish when being transported to production facilities and, although mortality related transportation of smolt is normal, a higher mortality rate could have a severe effect on the Group's business. Further, the quality of smolts impacts the volume and quality of the harvested fish. Poor quality or small smolts may cause slow growth, reduced health, increased mortality, deformities, or inferior end products, which in turn may have a material adverse effect on the Group's results, financial condition, cash flow and prospects.
As the aquaculture industry has intensified production levels, the biological limits for how fast fish can grow have also been challenged. As with all other forms of intensive food production, a number of production-related disorders may arise, i.e. disorders caused by intensive farming methods. As a rule, such disorders appear infrequently, are multi factorial, and with variable severity.
The most important production-related disorders relate to physical deformities and cataracts, which may lead to financial loss in the form of reduced growth and fish health, reduced quality on harvesting, and damage to the overall reputation of the industry, which in turn may have a material adverse effect on the Group's results, financial condition, cash flow and prospects.
Feed costs are expected to account for a significant portion of the Group's total production costs, and an increase in feed prices could thus have a major impact on the Group's future profitability. The feed industry is characterized by large global suppliers operating under cost plus contracts, and feed prices are accordingly directly linked to the global markets for fishmeal, vegetable meal, animal proteins and fish/vegetable/animal oils which are the main ingredients in fish feed. Increases in the prices of these raw materials will accordingly result in an increase in feed prices. The Group may not be able to pass on increased feed costs to its customers in the future. Due to the long production cycle for farmed salmon, there may be a significant time lag between changes in feed prices and corresponding changes in the prices of farmed salmon and finished products to customers. As the main feed suppliers normally enter into fixed contracts and adapt their production volumes to prevailing supply commitments, there is limited excess of fish feed available in the market. If one or more of the feed contracts the Group may enter into in the future were to be terminated on short notice prior to their respective expiration dates, the Group could not be able to find alternative suppliers in the market. Shortage in feed supply may lead to starving fish, accelerated harvesting, loss of biomass and reduced income.
Food safety issues and perceived health concerns may in the future have a negative impact on demand for the products of the Group. It will be of critical importance to the Group that its future products are perceived as safe and healthy in all relevant markets. The food industry in general experiences increased customer awareness with respect to food safety and product quality, information, and traceability. If the Group should fail to meet new and existing market or governmental requirements, this may reduce the demand for its products which, in turn, may have a material adverse effect on the Group.
The Group's key employees are important to the development and prospects of the Company. Further, the Group's performance is to a large extent dependent on highly qualified personnel and management. Currently, the only employees in the Group is the Executive Management. Moving forward, the Group's continued ability to compete effectively and implement its strategy depends on its ability to attract new and well qualified employees and retain and motivate existing management. Any loss of the services of Executive Management or future key employees, particularly to competitors, or the inability to attract and retain highly skilled personnel could have a material adverse effect on the Group's business, results of operation, cash flow, financial condition and/or prospects.
The Group's future development and growth is dependent on it being able to obtain access to the necessary onshore power outlets. The Rødøy Facility will at first, for a limited period of time, be dependent on power generated from on-site fossil fuel generators, but is required to establish a connection with the power grid on the mainland. No assurance can be given that such outlets will be available continuously and without risk. The Group's power outlets and access thereto may be subject to risks, including denial of authority approval for connection, power shortages or failure or delays in equipment or maintenance. If the Group's power sources fail, or if the Group is unable to obtain access to necessary power sources in the future, this could have a material adverse effect on the Group's business, results of operations, cash flow, financial condition and/or prospects.
Lack of payments from future customers/clients may impair the Group's future liquidity. The concentration of the Group's future customers may impact the Group's overall exposure to credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions.
2.1.17 If the Group is not able to attract and retain customers and commercial partners, this could adversely impact the Group's business and financial position
The Group's commercial success depends on entering into agreements with customers, distribution, marketing, sales and other agreements with third parties on commercially favourable terms. If the Group does not succeed in attracting and retaining new customers, this could have a material adverse effect on the Company's results, financial condition, cash flow and prospects.
The Group's business depends on clients` goodwill, reputation and on maintaining good relationship with clients, partners, suppliers, employees, authorities and end-consumers. The Company is exposed to the risk that negative publicity may arise from activities of legislators, pressure groups and the media, for instance that fish and other commodities are being bred only to generate profit, which may tarnish the industry's reputation in the market. Loss of certification may furthermore lead to reputational risks. Negative reputational publicity may arise from a broad variety of causes, including incidents and occurrences outside the Company's control. No assurance can be given that such incidents will not occur in the future, which may cause negative publicity about the operations of the Company, which in turn could have a material adverse effect on the Company. Negative publicity could further jeopardize the Company's relationships with customers, suppliers and local, regional or national authorities, or diminish the Company's attractiveness as a potential investment opportunity. In addition, negative publicity could cause any customers of the Company to purchase products from the Company's competitors, i.e. decrease the demand for the Company's products in the future. Any circumstances that publicly damage the Company's goodwill, injure the Company's reputation or damage the Company's business relationships, may lead to a broader adverse effect in addition to any monetary liability arising directly from the damaging events by way of loss of business, goodwill, clients, partners and employees. 2.1.18 Fluctuations in salmon prices could have an adverse impact on the Group's business and its financial position
The Group's financial position and future prospect are dependent on the price of farmed salmon, which has historically been subject to substantial fluctuations. Farmed salmon is a commodity, and the Group therefore assumes that the market price will continue to follow a cyclical pattern based on the balance between total supply and demand. No assurance can be given that the demand for farmed salmon will not decrease in the future.
Further, farmed salmon is more generally sold as a fresh commodity with limitation on the time available between harvesting and consumption. Short-term overproduction may therefore result in very low prices obtained in the market. The entrants of new producing geographical areas or the issuance of new production licenses could result in a general overproduction in the industry. Short term or long term decreases in the price of farmed salmon may have a material adverse effect on the business, financial condition, prospects, results of operations or cash flow of the Group.
The Group is exposed to fluctuations in the global economy in general, including with regards to the spending of end consumers, which could result in a higher demand for low cost alternatives and thus difficulties for the Group in selling its product, which could in turn have a material adverse effect on the Group's business, results of operations, cash flow, financial condition and/or prospects.
Certain global environmental organisations aim to eradicate salmon farming. Therefore, salmon farming companies such as the Group may be targets for activism of various kinds such as spread of information, sabotage etc. with the aim to cause reputational damage or damage to production facilities, which in turn could have an adverse impact on the Group's business and financial position. Certain environmental organisations have already criticised the Group's planned aquaculture operations, and at least one organisation has submitted protests to Gildeskål municipality in connection with the Company's application for planning permission. Furthermore, although the aquaculture permit was granted, it should be noted that the county governor in Nordland county submitted a letter of formal criticism in connection with the Group's application for aquaculture licenses at Lille Indre Rosøya.
The success of the Group will depend on the Group's ability to preserve trade secrets, to prevent third parties from infringing proprietary rights of the Group and to operate without infringing the proprietary rights of third parties. If these are not sufficiently protected, the Group's ability to compete and generate revenue may be negatively affected.
The global outbreak of the COVID-19 pandemic may have material adverse effect on the Group. The outbreak of the COVID-19 pandemic may affect the overall performance of the Group, including the Group's ability to implement its business plan, and may result in delays, additional costs and liabilities. The COVID-19 pandemic could also negatively impact the Group in the future, e.g. by causing a reduction in the price and/or volume of salmon export due to e.g. severe delays on border areas because of passport and custom checks. Further, the COVID-19 pandemic outbreak may cause difficulties for the Group's suppliers (e.g. financial distress), which in turn could delay or impede the Group's development process and hence the Groups ability to implement its business plan.
The Group's activities are subject to extensive regulations, in particular relating to environmental protection, food safety, hygiene and animal welfare. Furthermore, whilst salmon farming is generally subject to a strict regulatory regime pursuant to which numerous licenses and permits are required in order to operate, land based aquaculture is subject to an additional regulatory scheme applicable to property development. The construction and operation of land based aquaculture facilities therefore also requires zoning and planning permissions which are not required for ordinary aquaculture.. Future changes in the laws and regulations applicable to the Group can be unpredictable and are beyond the control of the Group. Such changes could imply the need to materially alter the Group's operations and set-up and may prompt the need to apply for further permits, which could in turn have a material adverse effect on the business, financial condition, results of operations, prospects or cash flow of the Group. For example, the authorities may introduce further regulations for the operations of the Group's facilities, e.g. regarding standards for production facilities, capacity requirements, feed quotas, fish density, site allocation conditions or other parameters for production, which may negatively impact the Group. Further, any changes in applicable tax laws and regulations could negatively affect the Group. For example, changes that result in a materially higher effective tax rate on earnings could have material adverse effects on the Group's financial results.
The Group is to a significant extent dependent on maintaining its current licenses (also known as concessions) and being granted future licenses from the relevant governmental authorities to operate its fish farms and to sustain and expand its revenues and business. There are strict requirements relating to the granting of such licenses. Once a license is granted, the Group is from that point subject to strict regulations when it comes to the operation of its licensed fish farms. However, there can be no assurances that the Group will maintain its current licenses or be granted the necessary future licenses in order to sustain or expand its operations in the future, and any failure to do so may have a material adverse impact on the Group's business, financial conditions, results of operation and liquidity.
The Group's business will be affected by laws and regulations in the geographical areas in which the Group may operate in the future, and the Group may be exposed to political and other uncertainties, including risks of import-export quotas, wage and price controls and the imposition of trade sanctions, embargoes and other trade barriers. Accordingly, upon commencement of operations, the Group will be affected by the adoption of laws and regulations and decisions in international bodies and may be required to make significant capital expenditures or operational changes to comply with such laws, regulations and decisions. Many countries control the export and re-export of certain goods, services and technology and impose related export recordkeeping and reporting obligations. The laws and regulations concerning export recordkeeping and reporting; export control and economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting the Group's operations. Products and services can be denied export or entry for a variety of reasons, some of which are outside the Group's control. Any failure to comply with applicable trade sanctions and restrictions could also result in criminal and civil penalties and sanctions, such as fines and loss of import and export privileges.
The Group may in the future be involved in litigation and disputes. The operating hazards inherent in the Group's business may expose the Group to, amongst other things, litigation, including personal injury litigation, intellectual property litigation, contractual litigation, environmental litigation, tax or securities litigation, as well as other litigation that arises in the ordinary course of business. No assurance can be given that the Group is not exposed to claims, litigation and compliance risks, which could expose the Group to losses and liabilities. Such claims, disputes and proceedings are subject to uncertainty, and their outcomes are often difficult to predict. Adverse regulatory action or judgment in litigation could result in sanctions of various types for the Group, including, but not limited to, the payment of fines, damages or other amounts, the invalidation of contracts, restrictions or limitations on the Group's operations, any of which could have a material adverse effect on the Group's reputation or financial condition.
The Group's operations are subject to environmental requirements which govern, among other matters, air pollution emissions, wastewater discharges, solid and hazardous waste management, and the use, composition, handling, distribution and transportation of hazardous materials. Many of these laws and regulations are becoming increasingly stringent, and the cost of compliance, including penalties if the Group fails to comply with these requirements, can be expected to increase over time.
Changes to existing accounting rules or regulations may impact the Group's future profit and loss or cause the perception that the Group is more highly leveraged. New accounting rules or regulations and varying interpretations of existing accounting rules or regulations may be adopted in the future and could adversely affect the Group's financial position and results of operations.
The Company is and may in the future be exposed to currency fluctuations and changes in exchange rates. All cash is currently held in NOK. Adverse movement in currency or interest rates may affect the prices of Salmon and feed, and therefore have a material adverse impact on the Company's financial performance.
Prior to the listing and admission to trading on Euronext Growth of the Shares of the Company, there is no public market for the Shares and there can be no assurance that an active trading market will develop or be sustained. The market value of the Shares could be substantially affected by the extent to which a secondary market develops for the Shares following the completion of the admission to trading. Euronext Growth is a non-regulated multilateral trading facility operated by Oslo Børs, and the liquidity of the Shares will be lower than what could be expected on a regulated market. Further, there can be no assurance that the Company's Shares will remain listed on Euronext Growth.
The trading price of the Shares could fluctuate significantly in response to a number of factors beyond the Company's control, including but not limited to quarterly variations in operating results, adverse business developments, changes in financial estimates and investments recommendations or ratings by securities analysts, significant contracts, acquisitions or strategic relationships, publicity about the Company, its products and services or its competitors, lawsuits against the Company, unforeseen liabilities, changes to the regulatory environment in which it operates or general market conditions.
In recent years, the stock market has experienced extreme price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. Those changes may occur without regard to the operating performance of these companies. The price of the Shares may therefore fluctuate based upon factors that have little or nothing to do with the Company, and these fluctuations may materially affect the price of the Shares.
2.3.3 The Company will incur increased costs as a result of being admitted to trading on Euronext Growth
As a company with its shares admitted to trading on Euronext Growth, the Company will be required to comply with Euronext Growth's reporting and disclosure requirements and with corporate governance requirements. The Company will incur additional legal, accounting and other expenses to comply with these and other applicable rules and regulations, including hiring additional personnel. The Company anticipates that its incremental general and administrative expenses as a publicly traded company will include, among other things, costs associated with annual and interim reports to shareholders, shareholders' meetings, investor relations, incremental director and officer liability insurance costs and officer and director compensation. Any such increased costs, individually or in the aggregate, could have a material adverse effect on the Company's business, operating income and overall financial condition.
Under Norwegian law, unless otherwise resolved at the Company's general meeting of shareholders, existing shareholders have pre-emptive rights to participate in the issuance of new shares for cash consideration. Shareholders in the United States as well as in certain other countries may be unable to participate in an offer of new shares unless the Company decides to comply with local requirements in such jurisdictions, and in the case participate in an offer of new shares unless the Company of the United States, unless a registration statement under the U.S. Securities Act is effective with respect to such rights and shares or an exemption from the registration requirements is available.
Additionally, the Company's general meeting may deviate from the shareholders' pre-emptive right to subscribe for shares and other securities. Securities laws in certain jurisdictions may moreover prevent the Company's shareholders belonging to such jurisdictions from participating in the issuance of share offerings and any other securities offerings in the Company. In this context, reference is further made to the risk factor "The transfer of the Shares is subject to restrictions under the securities laws of the United States and other jurisdictions".
Furthermore, the Company's general meeting may resolve to grant the board of directors an authorization to increase the share capital of the Company and set aside any pre-emptive rights for the shareholders, without the prior approval of the shareholders. Such authorization may also result in dilution of the shareholders' holding of Shares.
Norwegian law provides that any declaration of dividends must be adopted by the Company's shareholders at the Company's general meeting of shareholders. Dividends may only be declared to the extent that the Company has distributable funds and the Company's Board of Directors finds such a declaration to be prudent in consideration of the size, nature, scope and risks associated with the Group's operations and the need to strengthen its liquidity and financial position. As the Company's ability to pay dividends is dependent on the availability of distributable reserves, it is inter alia dependent upon receipt of dividends and other distributions of value from its subsidiaries and companies in which the Company may invest. Further, financing agreements may limit the Company's ability to pay dividends. The Company does not expect to pay dividends in near future.
2.3.6 Shareholders outside of Norway are subject to exchange rate risk
All of the Shares will be priced in Norwegian Kroner ("NOK"), the lawful currency of Norway and any future payments of dividend distributions on the Shares or other distributions from the Company will be denominated in NOK. Accordingly, any investor outside Norway is subject to adverse movements in the NOK against their local currency, as the foreign currency equivalent of any dividends paid on the Shares or price received in connection with any sale of the Shares could be materially impacted upon by adverse currency movements.
2.3.7 Investors may not be able to exercise their voting rights for Shares registered in a nominee account
Beneficial owners of the Shares that are registered in a nominee account (such as through brokers, dealers or other third parties) may not be able to vote for such Shares unless their ownership is reregistered in their names with the VPS prior to the Company's general meetings, or the registered nominee holder grants a proxy to such beneficial owner in the manner provided in the Articles of Association in force at that time and pursuant to the contractual relationship, if any, between the nominee and the beneficial owner, to vote for such Shares. The Company cannot guarantee that beneficial owners of the Shares will receive the notice of a general meeting of shareholders of the Company in time to instruct their nominees to either effect a re-registration of their Shares or otherwise vote for their Shares in the manner desired by such beneficial owners. Any persons that hold their Shares through a nominee arrangement should consult the nominee to ensure that any Shares beneficially held are voted for in the manner desired by such beneficial owner.
2.3.8 Future issuances of Shares or other securities in the Company may dilute the holdings of shareholders and could materially affect the price of the Shares
The Company may in the future decide to offer additional Shares or other securities in order to finance new capital-intensive projects, or in connection with unanticipated liabilities or expenses or for any other purposes. The issue of additional Shares or other securities in order to finance new capital-intensive projects is particularly relevant for the Company, considering the early stage it is in and also the competitive nature of its business.
Any such additional offering could reduce the proportionate ownership and voting interests of holders of Shares, as well as the earnings per share and the net assets value per share of the Company, and any offering by the Company could have a material adverse effect on the market price of the Shares.
2.3.9 Investors may have difficulty enforcing any judgement obtained in the United States against the Company or its directors or officers in Norway
The Company is incorporated under the laws of Norway and all of its current directors and executive officers reside outside the United States. Furthermore, most of the Company's assets and most of the assets of the Company's directors and executive officers are located outside the United States. As a result, investors may be unable to effect service of process on the Company or its directors and executive officers or enforce judgments obtained in the United States courts against the Company or such persons in the United States, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. The United States and Norway do currently not have a treaty providing for reciprocal recognition and enforcement of judgments (other than arbitral awards) in civil and commercial matters.
2.3.10 Norwegian law could limit shareholders' ability to bring an action against the Company
The rights of holders of the Shares are governed by Norwegian law and by the Company's Articles of Association. These rights may differ from the rights of shareholders in other jurisdictions. In particular, Norwegian law limits the circumstances under which shareholders of Norwegian companies may bring derivative actions. For example, under Norwegian law, any action brought by the Company in respect of wrongful acts committed against the Company will be prioritised over actions brought by shareholders claiming compensation in respect of such acts. In addition, it could be difficult to prevail in a claim against the Company under, or to enforce liabilities predicated upon, securities laws in other jurisdictions.
2.3.11 The transfer of the Shares is subject to restrictions under the securities laws of the United states and other jurisdictions
The Shares have not been registered under the U.S. Securities Act or any U.S. state securities laws or any other jurisdiction outside of Norway and are not expected to be registered in the future. As such, the Shares may not be offered or sold except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable securities laws. In addition, there can be no assurances that shareholders residing or domiciled in the United States will be able to participate in future capital increases or rights offerings.
The Shares listed are priced in NOK, and any future payments of dividends on the Shares listed on Euronext Growth will be paid in NOK. Accordingly, any investor outside Norway is subject to adverse movements in NOK against their local currency as the foreign currency equivalent of any dividends paid on the Shares listed on Euronext Growth or price received in connection with sale of such Shares could be materially adversely affected.
The Company's registered name is Gigante Salmon AS and its commercial name is Gigante Salmon. The Company is a private limited liability company organized and existing under the laws of Norway pursuant to the Norwegian Private Limited Liability Companies Act of 13 June 1997 no. 44 (the "Norwegian Private Companies Act"). The Company's registration number in the Norwegian Register of Business Enterprises is 983 478 638.
The Company was incorporated in Norway on 1 June 2001. The Company's registered office is located at Sjøgata 21, 8006 Bodø, Norway and the Company's main telephone number is + 47 988 44 724. The Company's website can be found at www.gigantesalmon.no.
The table below provides an overview of key events in the history of the Group:
| Year | Event | |||||
|---|---|---|---|---|---|---|
| 2001 | The Company was incorporated on 1 June 2001. | |||||
| 2001 | Acquired salmon farming rights in Pecengafjord (Russia) through two | |||||
| Russian subsidiaries; Gigante Pechenga and Gigante Pechenga ZAO | ||||||
| 2009 | Russian subsidiaries sold – activity in Russia ceased. | |||||
| 2009 – 2016 | No activity/operations | |||||
| 2016 | Planning process for land-based fish farming commenced. | |||||
| 2017 | The Company entered into a lease agreement with an option to acquire | |||||
| Indre Lille Rosøya in Rødøy municipality. | ||||||
| 2018 | The Company's plan to establish a land based salmon farming facility at | |||||
| Lille Indre Rosøya was approved by Rødøy municipality | ||||||
| 2019 | • Gigante Salmon Rødøy was established as a 100 % owned |
|||||
| subsidiary by the Company. | ||||||
| • Rødøy municipality approves the final zoning plan for the |
||||||
| Group's land based salmon farming facility at Lille Indre Rosøya. | ||||||
| 2020 | • Gigante Salmon Rødøy is granted a production license of up to 20,000 tons of salmon, with 13,731 tons MAB, with the use of |
|||||
| flow-through technology by the Norwegian Food Safety | ||||||
| Authority. | ||||||
| • Discharge permit for the Group's facility at Lille Indre Rosøya is |
||||||
| granted. | ||||||
| • Final aquaculture license is approved. |
||||||
| 2020/21 | Financing for the Group' facility at Lille Indre Rosøya is obtained: | |||||
| • Private placement of MNOK 65. |
||||||
| • Bank financing from GIEK / SpareBank 1 Nord-Norge (bank loan and overdraft facility. |
||||||
| • Leasing facility from SpareBank 1 Nord-Norge. |
||||||
| 2021 | The Group exercised the option it had obtained in 2017 and acquired the | |||||
| island Lille Indre Rosøya in Rødøy Municipality for an amount of | ||||||
| 1,000,000. |
The Company believes the admission will:
Gigante Salmon is a Norwegian company established in 2001 as a subsidiary of Gigante Havbruk AS. The Company has developed an aquaculture concept for shore based farming of Atlantic salmon. Gigante Salmon is headquartered in Bodø,and is currently in the planning process of the construction of its first land based facility at the Lille Indre Rosøya island in Rødøy municipality in Norway (the "Rødøy Facility"), through Gigante Salmon Rødøy, a wholly owned subsidiary of the Company. The construction of the Rødøy Facility will be initiated in August 2021, with an estimated completion during Q2 2023. Gigante Salmon Rødøy holds a license for 13,731 tons maximum allowed biomass ("MAB") for land based farming of Atlantic salmon.
The Company's aquaculture concept is based on a flow-through system, which combines the benefits of both conventional and land based aquaculture while simultaneously eliminating a number of issues associated with conventional, sea based, farming issues. In particular, land based farming avoids challenges including i.e. sea lice and escapes, as well as reduced mortality, emissions, food waste and impact on nearby surroundings including i.e. interbreeding with wildstock. The operating cost structure of Gigante Salmon's technology is expected to be competitive to that of conventional farming and other land based technologies when comparing based on NOK per kilo harvest.
The Lille Indre Rosøya island is a long and narrow island, with short distance to mainland at the east side and directly out at sea at the vest end. Its narrowness provides short inlet and outlet pipes. Rosøy benefits from optimal and stable temperatures, optimal flow conditions as well as a deep-water vein of the warm Gulf Stream. This clean ocean water provides oxygen-rich Arctic seawater. To benefit from this unique natural condition, Gigante Salmon brings an energy efficient concept that will ensure optimum seawater flow for salmon farmed in the raceways tanks on the island of Lille Indre Rosøya. The raceways ensure continuous replacement of water, 100 % recycling rate, controlled waterflow and easy separation of waste. Each raceway is split with a partition and water thrusters to create optimal water dynamics for aquaculture. By having intake at 20 metres below sea level and without the need for treatment of intake water, the water temperatures in the raceways will follow the natural variations in sea temperature, allowing for unique and optimal growth conditions for Atlantic salmon in the Norwegian Arctic. The distance from Gigante Salmon`s facility to the nearest net pen farm is more than 5 kilometres, which enables a safe environment for salmon farming with low contamination risk.
The aquaculture salmon supply chain starts with feed production, including fisheries for the feed (fish meal, fish oil, fish ensilage) and crop cultivation (e.g. soy protein, wheat, rapeseed oil), additionally vitamins, minerals and colour are added. The salmon aquaculture production in Northern Europe is typically based on smolt production in freshwater in a land based hatchery and farming in a sea based net pen system. Primary processing includes slaughtering, gutting, filleting, chilling and packaging. The salmon is sold either fresh or frozen, either whole or in fillets and the most common secondary type of processing is smoking.
Gigante Salmon Rødøy benefits from a well-developed industry for salmon farming in the surrounding areas of Rødøy, where necessary infrastructure with sufficient excess capacity and competence is already established. This allows for a fully integrated value chain through high-quality partnerships, ranging from smolt production, salmon farming, processing and sales/distribution to the end customer.
In particular, Gigante Salmon Rødøy has entered into a partnership to source smolt from a high-quality breeder, Grytågå Settefisk AS, whereas slaughtering and processing activities will be performed by Salten N950 AS – both related parties to the Company. Gigante Salmon Rødøy will utilise existing infrastructure to transfer and harvest the salmon, whereas third-party agreements with well-established players allow for fast and efficient transportation to the end market.
Gigante Salmon Rødøy holds a license for 13,731 tons MAB for land based farming of Atlantic salmon. This license will be utilized in full at the Rødøy Facility, which will consist of three large pools, each with five separate raceways. For each raceway, two propeller pumps with a capacity of 110 m3 per minute will be installed to ensure emergency preparedness and safety.
Current regulations require that the bottom of the raceways must be higher than the highest astronomical tide. This corresponds to 1.50 meters above the zero point, which is approximately midway between high and low tide. The pools in which the raceways are located will be excavated down to an elevation of -7 meters. In the event of a change in the regulations, water may be moved in and out of the facility without lifting the water. This will significantly reduce energy consumption, as well as increase farming volume in the raceways from a depth of 5 meters to 7 meters.
The Rødøy Facility will be operated from an Endur work barge. The barge will contain offices, canteen, control room, cabins with bathroom, workshop, engine room, facility for storage of dead fish, complete air feeding system with capacity for storage of feed up to 600 tons, diesel tanks and fresh water tanks. In the control room on the work barge, all 15 production units are monitored. Each production unit will be equipped with camera surveillance, alarm on the pumps, continuous O2 measurement, automatic start-up of emergency power, and a separate O2 system in case of emergency. All which is known technology from hatcheries.
The purification process is handled by collecting the sludge directly from the raceways. When collected in the raceway, there will be 1% sludge and 99% water in the sludge that is pumped into a separator tank. In this tank, the sludge content will be increased to 10-15%, before it is transferred to a storage tank, and then picked up by a boat that transports it to repurposing.
The Rødøy Facility is expected to be ready for smolt release during the second half of 2023, with the first batch of slaughter-ready salmon expected 14 months thereafter.
The Company has estimated that construction of the Rødøy Facility will require an investment of approximately NOK 445 million. 468,000 m3 of stone will be excavated from the island and it is expected that income from the sale of stone will reduce the net investment by NOK 65 mill. The level of capex required per kg harvest of Gigante Salmon's technology is expected to be competitive to that of conventional farming and other land based technologies.
The production capacity for the Rødøy Facility will be approximately 16,000 tonnes (calculated on a HOG basis). The Company expects to reach full production capacity around 3 years after first harvest in 2024.
Gigante Salmon has not entered into any exclusive sales agreements prior to the date of this Information Document. The Company will primarily focus on sales activities and distribution towards the European market due to its Norwegian location. With that being said, the Company does not preclude that global distribution might become relevant in the future.
Gigante Salmon's principal markets will be the market for Atlantic Salmon, mainly in Europe. Supply growth from conventional production in open net pens has stagnated, and is expected to continue to stagnate in the coming years. Historically, the average supply growth for Atlantic Salmon has been around 7%, while growth going forward is expected to be around 3% per year.
Source: Kontali
The reduced supply growth from conventional farming is due to biological challenges and corresponding regulatory constraints.
In contrast, the expected growth in demand for salmon is expected to be more than 6% per year. This has incentivized alternative production methods, such as landbased farming.
Table 3 – Demand for Salmon (1000 tonnes) and per capita consumption per country (kg)
Table 3 illustrates that there is additional potential in per capita consumption of Atlantic Salmon. Norway is at the top of per capita consumption with 8.2 kg per capita, but several interesting markets in Europe such as Germany, France, UK, Spain, and Italy have per capita consumptions ranging from 1.8-3.4kg. Continued and increased focus on healthy alternative protein with a low carbon footprint is expected to be a key driver for increased consumption of Atlantic Salmon in the coming years.
The traditional price benchmark for Gigante Salmon's products is the Freight On Board ("FOB") Oslo price for Atlantic Salmon. The Fish Pool Index has quoted prices for Atlantic Salmon. Price data from January 2018 to April 2021 indicates an average price of NOK 58 per kg, while the lower and upper quartile has ranged between NOK 50.1 and NOK 65.4 per kg.
Table 4 – Fish Pool Index NOK/kg Atlantic Salmon, Head On Gutted (HOG)
Source: Fishpool.eu
As described in Section 3.5 (Principal markets), the Company's market will be the global market for Atlantic salmon. However, the Company expects to sell most of its salmon to buyers in various European countries. Consequently, the Company will face competition from producers of Atlantic salmon, both in Norway and other areas, spanning large multinational and local producers.
Example competitors within conventional production and farming of Atlantic Salmon are Mowi ASA, Salmar ASA, Lerøy Seafood Group ASA, Grieg Seafood ASA; while competitors with alternative land based concepts are Andfjord Salmon AS and Salmon Evolution Holding ASA.
Table 5 – Estimated operating costs per kg HOG
Source: Company estimates
The Company expects to have a competitive cost structure compared to traditional salmon farmers in Norway. The Company targets an initial cost structure of NOK 38 per kg HOG. This will gradually decrease with increased production and the Company targets a cost per kg of NOK 31 with full utilization and annual production of 16,000 tonnes HOG.
Gigante Salmon Rodøy has agreed on a funding arrangement with SpareBank 1 Nord-Norge for financing part of the costs of the Rødøy Facility (the "Rødøy Facility Funding Arrangement"). The Rødøy Facility Funding Arrangement will initially consist of a construction loan in the amount of NOK 204,000,000 with the purpose of financing part of the construction cost of the Rødøy Facility. The construction loan will be converted to a term loan upon completion of the construction of the Rødøy Facility. The term loan will be repayable by quarterly instalments over 8 years. In addition, SpareBank 1 Nord-Norge has agreed to provide Gigante Salmon Rødøy with an overdraft facility in the amount of NOK 90,000,000. The overdraft facility will be subject to yearly renewal.
The construction loan will accrue an annual interest of 3 months NIBOR plus a margin of 3.10%, while the term loan and the loan made available under the overdraft facility will accrue an annual interest of 3 months NIBOR plus a margin of 2.95%.
Funding under the Rødøy Facility Funding Arrangement will be made available subject to the following conditions being met: (i) a successfully completed financing round, raising minimum NOK 192 million in equity in Gigante Salmon Rødøy, (ii) a cash deposit, provided by Gigante Salmon, in the amount of NOK 65,000,000 as a buffer for investment overruns, (iii) a guarantee for investment overruns above the above buffer amount from Gigante Salmon, (iv) the appointment of a construction inspector, (v) submission of Gigante Salmon Rødøy's contracts, permits and insurances, (vi) submission of contractor's security arrangements, (vii) the entry into of a leasing agreement for a work/feed barge established with Sparebank 1 Finans, and (viii) that equity is invested before drawdown on the construction loan.
Gigante Salmon Rodøy must further comply with certain restrictive covenants during the lifetime of the Rødøy Facility Funding Arrangement, including (i) an equity ratio of minimum 35%, (ii) a requirement that drawn amount under the overdraft facility shall be within 60% of the value of its biomass and trade receivables, (iii) that it remains a positive working capital, and (iv) that Gigante Havbruk AS remains in control of Gigante Salmon Rodøy (directly or indirectly).
The Group's obligations under the Rødøy Facility Funding Arrangement are secured by first priority pledges (each in the amount of NOK 500,000,000) over (i) the real property constituting Lille Indre Rosøya, (ii) the operating assets, trade receivables, inventory, and agricultural movables of Gigante Salmon Rødøy, (iii) the aquaculture permit of Gigante Salmon Rødøy, (iv) the shares in Gigante Salmon Rødøy, (v) the insurance contracts of Gigante Salmon Rødøy, and (vi) Gigante Salmon Rødøy's bank accounts with SpareBank 1 Nord-Norge.
The Group's obligations under the construction loan and the term loan are further guaranteed by GIEK in the amount of NOK 102,000,000.
Gigante Salmon Rødøy has agreed on a lease financing arrangement with Sparebank1 Finans Nord-Norge AS in the amount of NOK 34 million, for financing a work/feed barge for use at the Rødøy Facility. The leasing arrangement has a term of 10 years.
Other than the Rødøy Facility Funding Arrangement and the leasing arrangement described in Section 3.7.1 and 3.7.2 above respectively, the Group has not entered into any material contracts outside the ordinary course of business in the period covered by the Financial Statements and up to the date of this Information Document.
This Section provides a summary of the Group's related party transactions for the period covered by the Financial Statements included in this Information Document and up to the date of this Information Document. All related party transactions are both based on arm's length principles.
The Company has entered into administration agreements with each of with Salten Aqua AS and Gigante Salmon Rødøy.
Under the agreement with Salten Aqua AS (the "Salten Aqua Administration Agreement") the Company sources certain administrative services (e.g. accounting, environmental and HR services) for the Group. Please refer to section 4.3.2 (Outsourced management functions) below for an overview of the relevant outsourced functions. The Salten Aqua Administration Agreement may be terminated on three months prior written notice by each party.
Under the administration agreement entered into with Gigante Salmon Rødøy, the parties have agreed that the CEO and CFO of the Company will fill the correspondent positions also in Gigante Salmon Rødøy against payment of a monthly service fee comprising a share of the Company's costs relating to the relevant employees plus a 5% mark-up. The agreement may be terminated on three months prior written notice by each party.
The Company has entered into the following intra-group loan agreements:
Gigante Salmon Rødøy has entered into the following related party supplier agreements:
Due to uncertainty with regard to the completion dates for the parties' respective expansion projects, the parties have agreed that the number of smolt to be delivered in 2025 may be decreased to 2,200,000 fish. However, both parties are entitled to demand delivery in full (3,300,000 smolt) in case both facilities are completed and operative.
The price for the smolt shall be NOK 6.50 per individual, with an addition of NOK 0.06 per gram, making the total price for an 80 grams smolt NOK 11.30. The price includes vaccination with Micro 6 and Yersinose. If any additional vaccinations are required, the buyer shall cover the relevant costs. The price will be CPI regulated based on the CPI of 1 January 2022
(ii) A salmon slaughtering agreement with Salten N950 AS under which Salten N950 shall provide slaughtering services to Gigante Salmon Rødøy covering the entire production of Gigante Salmon Rødøy. The agreement has a term until 01.01.2029 upon which each party can terminated the agreement on 12 months' notice.
In addition to the above, Gigante Salmon Rødøy has entered into the following agreements with related parties:
The Company does not hold any patents.
The Company's current investment plans relate to the construction of the Rødøy Facility and investments in biomass build-up. Construction is budgeted to an amount of NOK 445 million (including a NOK 65 million buffer), while the investment in working capital (biomass build-up) is estimated to NOK 140 million.
Gigante Salmon Rødøy has entered into a contract with Gabbro Nor AS for stone excavation and land preparation for the Rødøy Facility, under which its contractual commitments are budgeted to approximately NOK 62 million. In addition, Gigante Salmon Rødøy has entered into a contract with Grytåga Settefisk AS for delivery of smolt, and an agreement with Salten N950 AS for salmon slaughtering.
Gigante Salmon Rødøy has further entered into a purchase agreement with Gildeskål Forskningsstasjon AS regarding Gigante Salmon Rødøy's acquisition of a ferry, which will be used as work fleet during the construction period of the Rødøy Facility. Gigante Salmon Rødøy is also planning to lease a working fleet for the production phase, and has obtained financing for lease from Sparebank1 Finans Nord-Norge AS. No lease agreement is yet entered into.
None of the contracts mentioned in this Section 3.8 are considered to be material contracts outside the ordinary course of business.
The Group's capital needs relating to the Rødøy Facility is estimated to NOK 585 million, of which (i) NOK 380 million relates to construction, (ii) NOK 140 million relates to working capital for biomass buildup, and (iii) NOK 65 million relates to cash buffer for overruns and/or reduced stone sale.
In addition to funds from Private Placement, the Group intends to finance the abovementioned capital needs as follows:
The Private Placement will cover the outstanding capital need of NOK 192 million.
The Company's highest decision-making authority is the General Meeting of shareholders. All shareholders in the Company are entitled to attend or be presented by proxy and vote at General Meetings of the Company and to table draft resolutions for items to be included on the agenda for a General Meeting. The date of first annual general meeting following the application for the admission, has not been set, but is expected to be on or around May 2022.
The overall management of the Company is vested in the Company's Board of Directors and the Executive Management. In accordance with Norwegian law, the Board of Directors is responsible for, among other things, supervising the general and day-to-day management of the Company's business ensuring proper organization, preparing plans and budgets for its activities, ensuring that the Company's activities, accounts and assets management are subject to adequate controls and undertaking investigations necessary to perform its duties.
Management is responsible for the day-to-day management of the Company's operations in accordance with Norwegian law and instructions set out by the Board of Directors. Among other responsibilities, the Company's chief executive officer, or CEO, is responsible for keeping the Company's accounts in accordance with prevailing Norwegian legislation and regulations and for managing the Company's assets in a responsible manner.
The Company's Articles of Association provide that the Board of Directors shall consist of between 1 and 5 Board Members elected by the Company's shareholders. Please find details regarding the Company's Board Members, as at the date of this Information Document, in the table below:
| Name | Position | Served since |
Term expires |
No. of shares |
No. of options/ warrants |
Comments |
|---|---|---|---|---|---|---|
| Eirik Sørgård | Chairperso n |
2021 | 2023 | 200 000 | None | |
| Kjell Arild Lorentsen | Board member |
2001 | 2023 | See comment section |
None | Kjell Arild Lorentsen is the father of Hilde M. Lorentsen, Kristian M. Lorentsen and Morten M. Lorentsen, who together controls Gigante Havbruk AS – the largest shareholder of the Company |
| Kristin Ingebrigtsen | Board member |
2021 | 2023 | 0 | None |
The Company's registered office at Sjøgata 21, 8006 Bodø, Norway, serves as business address for the members of the Board of Directors in relation to their positions in the Company.
The following sets out a brief introduction to each of the members of the Company's Board of Directors:
Mr. Sørgård is Chairperson of the Board. He has experience from several companies as chairperson and board member, and currently holds board positions in several companies in the marine sector. Mr. Sørgård has broad experience from marine sector, oil & gas, IT and finance, and is currently CEO in KapNord AS. As CEO for the seed investment company Kapnord AS (previously KapNord Fond AS) for a period of 15 years he has a broad experience from businesses in an early phase with new technology. Sørgård also has a background as R&D manager for Det Norske Veritas. He is educated PhD in geophysics (oceanography).
| Current positions |
directorships | and | senior | management | Norwegian Cod Company AS (board member), Fishbase Group AS (chairperson), Helgeland Havbruk AS (chairperson), Water Front Development AS (chairperson), ProNord Marin AS (board member), KLO Holding AS (chairperson), LetSea Innovation AS (chairperson), Perpetuum AS (board member), KapNord AS (Managing director), ProNord AS (chairperson) and Guovsah AS (managing director and chairperson) |
|---|---|---|---|---|---|
| Previous | directorships positions last five years |
and | senior | management | Akvafuture AS (board member), Akvess Innkjøp AS (chairperson), Kvalitetservice AS (chairperson), Nor Crisader AS (chairperson), LetSea AS (board member), LetSea Nutrition AS (board member), Nordnorsk Smolt AS (chairperson) and Grytåga Settefisk AS (chairperson) |
Mr. Lorentsen is a board member, and founder of Gigante Group and currently interim COO of the Company. He further has experience from several companies as chairperson and board member. He has held leading positions in the fishery and aquaculture industry since the 70's, and has extensive experience from establishing and developing aquaculture businesses, by e.g. building up fish farming industries in Russia and in Norway. He furthermore has a solid organization experience from and network in the seafood sector in the northern Norway and educational background in fishery and fishery economics. Kjell Arild has in-dept knowledge of the Rødøy project from birth phase on through detailed planning and contract structuring. Kjell Arild has also been former captain on the fishing boat Selvåg Senior.
| Current positions |
directorships | and | senior | management | Closedfishcage AS (chairperson and managing director), Polarplast AS (board member), Nye Lundbakk Holding AS (chairperson), Gildeskål Marine Center AS (deputy board member), Gigante Offshore AS (chairperson and managing director), Gigante Havbruk AS (chairperson and managing director), LetSea AS (chairperson), Grytåga Settefisk AS (chairperson), Salmon Center AS (chairperson), Salten Aqua AS (board member), Fish farm international AS (chairperson and managing director), KAL Marine (chairperson), Kaonord ( chairperson), Aspmyra AS (boardmember), Helgeland Smolt AS (board member), Bolga Brygge AS (board member and managing director), Tysfjord Marine Farm AS (deputy board member) |
|---|---|---|---|---|---|
| ---------------------- | --------------- | ----- | -------- | ------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
Previous directorships and senior management positions last five years N/A
Ms. Ingebrigtsen is a board member of the Company. Ingebrigtsen has 15 years' experience with product development, production and export marketing. In addition, Ingebrigtsen has extensive experience with HR management and communication from her role as HR and Strategy/market director in North Energy ASA (2011-2015), and in finance and credit from her role as business advisor. in SpareBank 1 Nord-Norge (2015-2021). Ingebrigtsen has extensive board experience, and has inter alia been a member of the board of North Energy ASA (listed on Oslo Stock Exchange). Ms. Ingebrigtsen holds a BSc in marketing and finance.
| Current positions |
directorships | and | senior | management | Norwegian Red Cross (board member), Norwegian Red Cross Humanitarian fund (board member), The Foundation Barents Sea Conference (board member) |
|---|---|---|---|---|---|
| Previous positions |
directorships | and | senior | management | FK Bodø/Glimt (board member in the period 2016 - 2017), Såkorninvest Nord AS (CEO in the period 2005 – 2011), North Energy ASA (board member in the period 2009-2011), North Energy ASA (VP Strategy, Communication and HR in the period 2011-2015). |
The Executive Management of the Group consists of 2 individuals. Please find details regarding the Group's Executive Management, as at the date of this Information Document, in the table below.
| Name | Position | Served since | No. of shares | No. of options/ warrants |
|---|---|---|---|---|
| Helge Egil Wågø |
CEO | To commence 1 | 200.000 | None |
| Albertsen | August 2021 | |||
| Rune Johansen | CFO | 19 April 2021 | 225.000 | None |
The Company's registered office at Sjøgata 21, 8006 Bodø, Norway, serves as the business address for the members of the Executive Management in relation to their positions in the Company. Part of the work might also be undertaken from the business address of Salten Aqua AS, Straumøyrveien 28, 8211 Fauske, and and GIFAS, Øya 49, 8140 Inndyr, Gildeskål.
The following sets out a brief introduction to each of the members of the Company's Executive Management:
Mr. Wågø Albertsen is former project director in Avinor and project manager at Equinor. Through his experience, Wågø Albertsen has gained expertise in the management and leadership of large investment projects in building and construction, from early phase, through execution to completion. In his latest position at Avinor, Wågø Albertsen was responsible for the development of the new airport in Bodø. Wagø Albertsen holds a civil engineer degree from the Norwegian University of Science and Technology (NTNU), has completed relevant courses in business and administration from Nord University and BI Norwegian Business School, and will complete relevant aquaculture courses at Nord University prior to production start at the Rødøy Facility (estimated second half of 2023).
| Current positions |
directorships | and | senior | management | Gigante Salmon AS (CEO – to commence 1 August 2021) |
|---|---|---|---|---|---|
| Previous | directorships positions last five years |
and | senior | management | BE Varme AS (CEO), Nordland Elsikkerhet AS (deputy board member) |
Mr. Rune Johnsen is former CFO in Salten Aqua AS, and has provided the Company and Gigante Salmon Rødøy with financial and controller services through the Company's administration agreement with Salten Aqua. Through such experience, Johansen has gained in-dept knowledge of the Group and its projects. Through his experience from Insula AS and Equinor ASA, Johansen has gained extensive experience with investment, profitability- and corporate portfolio analysis. He has also extensive experience with financial accounting from his previous positions at Insula AS and Salten Aqua AS. Johansen olds a MSc in business administration from Bodø Business School (now part of Nord University).
| Current positions |
directorships | and | senior | management | Nord-Norsk Eiendom AS (chairperson and managing director), Forsveien 17 AS (chairperson and managing director), Bedriftsomega AS (chairperson and managing director), Bodø Finans AS (chairperson and managing director), Saltenlaks AS (board member) |
|---|---|---|---|---|---|
| Previous | directorships | and | senior | management | N/A |
positions last five years
In addition to the Executive Management, the Group will source certain management functions from Salten Aqua AS (the "Sourced Management"). Please find details regarding the Sourced Management, as at the date of this Information Document, in the table below:
| Name | Position | No. of shares | No. of options/ warrants |
Comments |
|---|---|---|---|---|
| Asbjørn Hagen | Quality and |
1.500 | None | Sourced from Salten Aqua under |
| environmental | the Salten Aqua | |||
| manager | Administration | |||
| Agreement | ||||
| Monica Brunsvik | HR director | 18.000 | None | Sourced from |
| Salten Aqua under | ||||
| the Salten Aqua | ||||
| Administration | ||||
| Agreement | ||||
| Arve Moen Storholm | Project Manager | Storholm is an |
None | Sourced from |
| indirect shareholder | GIFAS under the | |||
| in the Company |
GIFAS Test |
|||
| through Gigante |
Agreement | |||
| Havbruk AS, which | ||||
| holds 62,238,000 |
||||
| shares in the |
||||
| Company. Storholm | ||||
| holds 1,636,700 |
||||
| shares, equalling |
||||
| 6,67% of the share | ||||
| capital, in Gigante | ||||
| Havbruk AS. | ||||
| Kjell Arild Lorentsen | Interim COO | See section 4.2 |
None | |
| above |
The following sets out a brief introduction to the management resources forming part of the Sourced Management:
Mr. Hagen is environmental manager in Salten Aqua and will act as quality and environmental manager for the Company. Hagen has extensive experience in research and inspection, and has, inter alia, served as senior adviser at the office of the Governor of Svalbard focusing on environmental and administrative management, and coordinating the secretariat for Svalbard's environmental protection fund (a Norwegian state fund with the purpose to ensure the implementation of measures to protect the natural environment and cultural heritage in Svalbard). Mr. Hagen holds a M.Sc. degree in zoology/ecology from NTNU and an MBA in ecologic economy from Bodø Business School (now part of Nord University).
Ms. Brunsvik is the HR director of Salten Aqua and will act as HR director also for the Company. Brunsvik has more than 25 years' experience from the HR sector and has served as held several HR director positions. Prior to joining Salten Aqua in 2018, she held the position as HR director in ISS Facility Services AS for five years. Ms. Brunsvik holds a BSc in business administration, and has completed relevant courses in personal management and human resource development at Bodø University College (now part of Nord University).
Mr. Storholm is a project manager for the Gigante Havbruk group, and currently provides project management services to the Group under the GIFAS Test Agreement in relation to the testing of various equipment which will form part of the Group's production technology. Storholm has broad background from the seafood industry, and has inter alia five years' experience as an area manager for GIFAS before acceding his current position as project manager in 2019. Storholm holds a BSc. in aquaculture operations and management from Nord University.
As further described in the biography set out in section 4.2 above, Mr. Lorentsen has vast experience from the aquaculture industry as well as in-dept knowledge of the Rødøy project. In order to transfer his competence and knowledge to the new management of the Company, the Group has hired Mr. Lorentsen as an interim COO.
The Company's Board of Directors is responsible for ensuring satisfactory corporate governance.
The Norwegian Code of Practice for Corporate Governance (the "Code") does not apply on Euronext Growth Oslo. However, the Company will consider the implications of the Code going forward.
None of the Board Members or the members of Executive Management have service contracts with the Company providing for benefits upon termination of employment.
Eirik Sørgård was the chairperson of Nor Fortune AS when such company declared bankruptcy in 2015. Other than this, no member of the Board of Directors or Executive Management has, or has had, as applicable, during the last five years preceding the date of the Information Document:
To the Company's knowledge, there are currently no actual or potential conflicts of interest between the Company and the private interests of any of the Board Members and members of the Executive Management. There are no family relationships between the members of the Board of Directors or the Executive Management.
The Group's audited consolidated financial statements as of and for the year ended 31 December 2020 (with comparable figures for 2019) (the "Financial Statements"), attached hereto as Appendix 2, have been prepared in accordance with Norwegian Generally Accepted Accounting Principles ("NGAAP"). For further information on accounting policies and principles, please refer to notes in the Financial Statements.
The table below sets out selected data from the Group's income statement for the financial years ending 31 December 2019 and 2020, as derived from the Financial Statements.
| Income statement | ||
|---|---|---|
| (NOK) | 2020 | 2019 |
| Operating venue | ||
| Sales | 0 | 0 |
| Other operational income | 0 | 0 |
| Operating expense | ||
| Personnel expenses | 469 782 | 208 085 |
| Depreciation | 0 | 0 |
| Other operating expenses | 157 756 | 153 862 |
| Operating profit | -627 538 | -361 947 |
| Financial income and expenses | ||
| Other interest income | 6 112 | 16 413 |
| Other financial income | 0 | 0 |
| Other interest expenses | 65 | 0 |
| Other financial expenses | 1 917 | 1 333 |
| Net financial items | 4 130 | 15 080 |
| Ordinary result before taxes | -623 408 | -346 867 |
| Ordinary result after taxes | -141 540 | -71 877 |
| Net profit for the year | -481 868 | -274 990 |
The table below sets out selected data from the Group's balance sheet as at 31 December 2019 and 2020, as derived from the Financial Statements.
| Balance sheet | ||
|---|---|---|
| (NOK) | 2020 | 2019 |
| Assets | ||
| Intangible assets | ||
| Goodwill | 0 | 1 005 100 |
| Deferred tax asset | 143 087 | 1 547 |
| Total intangible assets | 143 087 | 1 006 647 |
| Tangible assets | ||
| Land, buildings and other property | 1 312 237 | 1 229 337 |
| Total tangible assets | 1 312 237 | 1 229 337 |
| Fixed financial assets | ||
| Call option plots | 0 | 0 |
| Total fixed financial assets | 0 | 0 |
| Total fixed assets | 1 455 324 | 2 235 984 |
| Current assets | ||
| Debtors | ||
| Accounts receivables | 0 | 0 |
| Other short-term receivables | 35 897 | 60 539 |
| Total receivables | 35 897 | 60 539 |
| Cash and deposits | 65 566 375 | 1 578 893 |
| Total current assets | 65 602 272 | 1 639 432 |
| Total assets | 67 057 596 | 3 875 416 |
| EQUITY AND LIABILITIES | ||
| Equity | ||
| Paid-up capital | ||
| Share capital | 192 400 | 192 400 |
| Not registered capital increase | 65 000 000 | 0 |
| Other paid-in equity | 90 089 | 1 944 157 |
| Total paid-up equity | 65 282 489 | 2 136 557 |
| Retained earnings | ||
| Uncovered loss | 0 | 0 |
| Total retained earnings | 0 | 0 |
| Total equity | 65 282 489 | 2 136 557 |
| Liabilities | ||
| Other long-term liabilities | 1 705 318 | 1 680 318 |
| Total long term liabilities | 1 705 318 | 1 680 318 |
| Trade creditors | 10 272 | 0 |
| Value added taxes | 16 997 | 22 690 |
| Other current debt | 42 520 | 35 851 |
| Total current debt | 69 789 | 58 541 |
| Total liabilities | 1 775 107 | 1 738 859 |
|---|---|---|
| TOTAL EQUITY AND LIABILITIES | 67 057 596 | 3 875 416 |
The table below sets out selected data from the Group's cash flow statements for the financial years ending 31 December 2019 and 2020, as derived from the Financial Statements.
| Gigante Salmon | |||
|---|---|---|---|
| (NOK) | |||
| Note | 2020 | 2019 | |
| Cash flows from operating activities | |||
| Result before taxes | -623 408 | -346 867 | |
| Tax payable | 0 | 0 | |
| Gain/loss on sale of non -current assets | 0 | 0 | |
| Depreciation | 0 | 0 | |
| Change in accounts receivables | 0 | 0 | |
| Change in trade creditors | 10 272 | -58 189 | |
| Change in other timeframe items | -543 | 11 592 | |
| Net cash flow from operating activities | -613 679 | -393 464 | |
| Cash flows from investing activities | |||
| Payments on purchases of fixed assets | -82 900 | -28 094 | |
| Cash in bank from divestee Purchase of shares in other companies |
-364 949 0 |
0 -1 372 200 |
|
| Net cash flow from investing activities | -447 849 | -1 400 294 | |
| Cash flows from financing activities | |||
| Proceeds from long term loans | 49 210 | 1 680 318 | |
| Repayment of short term loans | 0 | -1 057 | |
| Group contribution received | 64 999 800 | 0 | |
| Payment of equity | 0 | 319 682 | |
| Net cash flow from financing activities | 65 049 010 | 1 998 943 | |
| Cash inflows by formation of group, 26.03.2019 | 0 | 402 484 | |
| Net change in cash and cash equivalents | 63 987 482 | 607 669 | |
| Cash and cash equivalents at the beginning of the period | 1 578 893 | 971 224 | |
| Cash and cash equivalents at the end of the period | 65 566 375 | 1 578 893 |
Changes in equity is presented in the equity note of the Financial Statements. An overview is included below.
| Equity (in NOK) |
||||
|---|---|---|---|---|
| Share capital | Other paid-in equity |
Not registered capital increase |
Total equity | |
| Equity 01.01.2019 | 192 400 | 1 969 794 | 0 | 2 162 195 |
| Net profit | 0 | -274 990 | 0 | -274 990 |
| Group contribution | 0 | 249 352 | 0 | 249 352 |
| Equity 31.12.2019 | 192 400 | 1 944 157 | 0 | 2 136 557 |
| Share issue, cash contribution | 0 | 0 | 65 000 000 | 65 000 000 |
| Net profit | 0 | -481 868 | 0 | -481 868 |
| Dividends | 0 | -1 372 200 | 0 | -1 372 200 |
| Equity 31.12.2020 | 192 400 | 90 089 | 65 000 000 | 65 282 489 |
Other than the Private Placement, there has been no significant change in the financial or trading position of the Company since 31 March 2021 and up to the date of this Information Document.
The date of publication of the Group`s unaudited half-yearly report for the 6 months period ending 30 June 2021, has not been set, but is expected to be on our about end of September 2021.
The Company's current cash position is approximately NOK 65 million. In addition, the Company expects to receive NOK 222 million in the Private Placement before the first day of trading. Less the expected transaction costs related to the Private Placement of approximately NOK 14 million, the net proceeds from the Private Placement are expected to be approximately NOK 208 million as from the first day of trading.
The Company is of the opinion that the working capital available to the Group is sufficient for the Group's present requirements, for the period covering at least 12 months from the date of this Information Document. As the Rødøy Facility will be under construction with expected initiation in August 2021, with an estimated completion during Q2 2023, the Company's cash flow over the coming 12 months is expected to be negative and will be used for the initial stages of the construction process in addition to other corporate purposes.
The first material positive cash flows is expected from the first harvest and later. The first harvest is expected during the second half of 2024.
For the same reason as elaborated under Section 5.5.2, the Company's expected profitability is expected to remain negative until at least first harvest, which is expected during the second half of 2024.
Based on the current cash and the expected negative cash flow over the next 12 months, the Company is of the opinion that it possesses sufficient financial resources in order to be able to conduct the planned business for at least 12 months after the first day of trading.
The Company's auditor is PricewaterhouseCoopers AS, with registration number 851 987 142 and business address at Dronning Eufemias gate 71, 0194 Oslo, Norway ("PwC"). PwC is a member of The Norwegian Institute of Public Accountants (Norwegian: "Den Norske Revisorforeningen"). PwC has audited the Company's Financial Statements, and their audit report is included in the Financial Statements attached hereto as Appendix 2. PwC was elected as the Company's auditor at the extraordinary general meeting in the Company held on 22 March 2021.
PwC was appointed auditor for the Company in 2004 until 2012. In the period 2012 – 2020/March 2021, the Company did not have auditor as the Company was exempted from audit obligation pursuant to the Norwegian Private Limited Liability Companies Act.
Other than mentioned above, PwC has not audited any of the information included in the Information Document.
The Company is not, nor has it been, during the course of the preceding twelve months, involved in any legal, governmental or arbitration proceedings which may have, or have had in the recent past, significant effects on the Company's financial position or profitability. The Company is not aware of any such proceedings which are pending or threatened.
The Company had zero employees as at 31 December 2020.At the date of this Information Document, the Company has two employees, of which the CEO will commence on 21 August 2021.
This section includes a summary of certain information relating to Gigante Salmon's shares and certain shareholder matters, including summaries of certain provisions of applicable law in effect as of the date of this Information Document. The mentioned summaries do not purport to be complete and is qualified in its entirety by the Company's Articles of Association and Norwegian law.
As of the date of this Information Document, Gigante Salmon has 105,556,037 shares outstanding, each with a par value of NOK 1. The Shares have been created under the laws of Norway and are registered in book-entry form in the Norwegian Central Securities Depository (the "VPS") with ISIN NO 0011013765. All the outstanding Shares are validly issued and fully paid. The Company has only one class of Shares. Each Share carries one vote and all Shares carry equal rights in all respects, including rights to dividends. All Shares are freely transferable, meaning that a transfer of Shares is not subject to the consent of the Board of Directors or rights of first refusal.
On 1 July 2021, the Euronext Growth Oslo listing committee resolved to admit all of Gigante Salmon's Shares for listing on the Euronext Growth Oslo. The first day of trading of the Shares on Euronext Growth Oslo is expected to be on or about 5 July 2021 under the ticker code "GIGA".
The Company's registrar is SpareBank 1 SMN, with registered address Søndre gate 2, Trondheim, Norway.
As of the date of this Information Document, the Company's share capital amounts to NOK 105,556,037 divided on 105,556,037 Shares, each with a par value of NOK 1.
The table below summarizes the development in the Company's share capital for the period covered by the Financial Statements and up to the date of the Information Document:
| Date of registration |
Type of change |
Change in share capital (NOK) |
New share capital (NOK) |
Subscription price (NOK/share) |
Par value (NOK) |
New total number of issued shares |
|---|---|---|---|---|---|---|
| 1 February 2021 |
Capital increase |
65,000,000 | 65,192,400 | 1 | 1 | 65.192.400 |
| 30 June 2021 |
Capital increase |
40,363,637 | 105,556,037 | 5.50 | 1 | 105,556,037 |
The Company has not issued any options, warrants, convertible loans or other instruments that would entitle a holder of any such instrument to subscribe for any shares in the Company.
As of the date of this Information Document, the Board of Directors does not hold any authorisation to increase the share capital of the Company.
As of the date of this Information Document, none of the Company's Shares are held by or on behalf of the Company.
As of the date of this Information Document, to the knowledge of the Company, there are no arrangements which may at a subsequent date result in a change in control of the Company.
On 28 June 2021, the Company's extraordinary general meeting resolved on a private placement (the "Private Placement") consisting of 40,363,637 new Shares at a subscription price of NOK 5.50 per Share, raising gross proceeds of approximately NOK 222 million.
The book building period for the Private Placement took place from 23 June 2021 to 25 June 2021, and notifications of allocation were issued on 28 June 2021.
The Private Placement resulted in an immediate dilution of approximately 38 % for shareholders of the Company who did not participate in the Private Placement.
The share capital increase pertaining to the Private Placement was registered in the Norwegian Register of Business Enterprises on 30 June 2021. Following the completion of the Private Placement, the 20 largest shareholders of the Company are as set out in Section 6.8 (Major shareholders).
The net proceeds from the Private Placement will primarily be used to fund the Company's projected investment and working capital needs for the construction and operation of the Rødøy Facility.
In connection with the Private Placement, the Company's main shareholder and all members of the Company's Board and Executive Management have entered into customary lock-up arrangements, restricting their ability to sell their Shares in the Company for a period of 12 months subsequent to the first day of trading in the Shares on Euronext Growth Oslo. The Company has also entered into a lockup undertaking restricting, among other, its right to issue new shares for å period of 12 months from the first day of trading of the Shares on Euronext Growth Oslo. See also Section 6.2.2 for certain lock-up arrangements in place for Company employees.
Following the completion of the Private Placement, the Company will have a total of 147 registered shareholders in the VPS owning a total of 105,556,037 shares. The 20 largest shareholders were as follows:
| # | Shareholder | No. of Shares | Percentage |
|---|---|---|---|
| 1. | GIGANTE HAVBRUK AS | 64,238,000 | 60.86 |
| 2. | T Kolstad Eiendom AS | 7,272,728 | 6.89 |
| 3. | NORDEA FORVALTNING | 5,454,545 | 5.17 |
| 4. | Helgeland Invest As | 2,727,272 | 2.58 |
| 5. | Torgnes As | 2,727,272 | 2.58 |
| 6. | FIRST FONDENE | 1,900,000 | 1.80 |
| 7. | MIDDELBORG INVEST AS | 1,818,181 | 1.72 |
| 8. | IHA Invest AS | 1,455,000 | 1.38 |
| 9. | Ravi Investering As | 1,454,545 | 1.38 |
| 10. | HI CAPITAL AS | 1,363,636 | 1.29 |
| 11. | Dnor As | 1,200,000 | 1.14 |
| 12. | Commuter 2 AS | 1,090,909 | 1.03 |
| 13. | Olav Olsen Holding As | 1,000,000 | 0.95 |
| 14. | LIMT AS | 910,000 | 0.86 |
| 15. | Nyhamn As | 909,091 | 0.86 |
| 16. | CARMELINA AS | 785,973 | 0.74 |
| 17. | Aino Aktiv AS | 545,455 | 0.52 |
| 18. | Maria Olaisen AS | 545,455 | 0.52 |
| 19. | Hausta Vekst AS | 545,454 | 0.52 |
| 20. | Occasione By Olaisen AS | 545,454 | 0.52 |
As of the date of this Information Document, the Company is in a development phase and will most likely not be in a position to pay dividends in the near future, although the Company will aim to pay dividends to shareholders as soon as it considers itself to be in a position to do so. There can be no assurance that in any given year a dividend will be proposed or declared, or if proposed or declared, that the dividend will be as contemplated by the policy.
In deciding whether to propose a dividend and in determining the dividend amount, the Board of Directors will take into account legal restrictions, as set out in Section 6.9.2 (Legal and contractual constraints on the distribution of dividends) below, as well as capital expenditure plans, financing requirements and maintaining the appropriate strategic flexibility.
The Company has not paid any dividends during the financial years 2020 or 2019 other than that 100 % of the share capital in Nye Lundbakk Holding AS was resolved distributed to Gigante Havbruk AS as a contribution in kind in an extraordinary general meeting held 14 December 2020.
In deciding whether to propose a dividend and in determining the dividend amount in the future, the Board of Directors must take into account applicable legal restrictions, as set out in the Norwegian Private Companies Act, the Company's capital requirements, including capital expenditure requirements, its financial condition, general business conditions and any restrictions that its contractual arrangements in force at the time of the dividend may place on its ability to pay dividends and the maintenance of appropriate financial flexibility. Except in certain specific and limited circumstances set out in the Norwegian Private Companies Act, the amount of dividends paid may not exceed the amount recommended by the Board of Directors.
Dividends may be paid in cash or in some instances in kind. The Norwegian Private Companies Act provides the following constraints on the distribution of dividends applicable to the Company:
Pursuant to the Norwegian Private Companies Act, the time when an entitlement to dividend arises depends on what was resolved by the General Meeting when it resolved to issue new shares in the company. A subscriber of new shares in a Norwegian private limited company will normally be entitled to dividends from the time when the relevant share capital increase is registered with the Norwegian Register of Business Enterprises. The Norwegian Private Companies Act does not provide for any time limit after which entitlement to dividends lapses. Subject to various exceptions, Norwegian law provides a limitation period of three years from the date on which an obligation is due. There are no dividend restrictions or specific procedures for non-Norwegian resident shareholders to claim dividends.
Any future payments of dividends on the Shares will be denominated in the currency of the bank account of the relevant shareholder, and will be paid to the shareholders through SpareBank 1 SMN (the "VPS Registrar"). Shareholders registered in the VPS who have not supplied the VPS Registrar with details of their bank account, will not receive payment of dividends unless they register their bank account details with the VPS Registrar. The exchange rate(s) applied when denominating any future payments of dividends to the relevant shareholder's currency will be the VPS Registrar's exchange rate on the payment date. Dividends will be credited automatically to the VPS registered shareholders' accounts, or in lieu of such registered account, at the time when the shareholder has provided the VPS Registrar with their bank account details, without the need for shareholders to present documentation proving their ownership of the Shares. Shareholders' right to payment of dividend will lapse three years following the resolved payment date for those shareholders who have not registered their bank account details with the VPS Registrar within such date. Following the expiry of such date, the remaining, not distributed dividend will be returned from the VPS Registrar to the Company.
Through the general meeting, shareholders exercise supreme authority in a Norwegian company. In accordance with Norwegian law, the annual general meeting of shareholders is required to be held each year on or prior to 30 June. Norwegian law requires that a written notice of annual general meetings setting forth the time of, the venue for and the agenda of the meeting is sent to all shareholders with a known address no later than seven days before the annual general meeting of a Norwegian private limited liability company shall be held, unless the articles of association stipulate a longer deadline, which is not currently the case for the Company.
A shareholder may vote at the general meeting either in person or by proxy (the proxy holder is appointed at their own discretion). All of the Company's shareholders who are registered in the shareholders' register kept and maintained with VPS as of the date of the general meeting, or who otherwise have reported and documented ownership of shares in the Company, are entitled to participate at general meetings, without any requirement of pre-registration.
Apart from the annual general meeting, extraordinary general meetings of shareholders may be held if the Board of Directors considers it necessary. An extraordinary general meeting of shareholders shall also be convened if, in order to discuss a specified matter, the auditor or shareholders representing at least 10% of the share capital demands such in writing. The requirements for notice and admission to the annual general meeting also apply to extraordinary general meetings.
Each Share carries one vote. In general, decisions shareholders are entitled to make under Norwegian law or the articles of association may be made by a simple majority of the votes cast. In the case of elections or appointments (e.g. to the board of directors), the person(s) who receive(s) the greatest number of votes cast is elected. However, as required under Norwegian law, certain decisions, including resolutions to waive preferential rights to subscribe for shares in connection with any share issue in the Company, to approve a merger or demerger of the Company, to amend the articles of association, to authorize an increase or reduction of the share capital, to authorize an issuance of convertible loans or warrants by the Company or to authorize the Board of Directors to purchase Shares and hold them as treasury shares or to dissolve the Company, must receive the approval of at least two-thirds of the aggregate number of votes cast as well as at least two-thirds of the share capital represented at the general meeting in question. Moreover, Norwegian law requires that certain decisions, i.e. decisions that have the effect of substantially altering the rights and preferences of any shares or class of shares, receive the approval by the holders of such shares or class of shares as well as the majority required for amending the articles of association.
Decisions that (i) would reduce the rights of some or all of the Company's shareholders in respect of dividend payments or other rights to assets or (ii) restrict the transferability of the Shares, require that at least 90% of the share capital represented at the general meeting in question vote in favour of the resolution, as well as the majority required for amending the articles of association.
In general, only a shareholder registered in VPS is entitled to vote for such Shares. Beneficial owners of the Shares that are registered in the name of a nominee are generally not entitled to vote under Norwegian law, nor is any person who is designated in the VPS register as the holder of such Shares as nominees.
There are no quorum requirements that apply to the general meetings.
If the Company issues any new Shares, including bonus share issues, the Company's Articles of Association must be amended, which requires the same vote as other amendments to the articles of association. In addition, under Norwegian law, the Company's shareholders have a preferential right to subscribe for new Shares issued by the Company. The preferential rights may be deviated from by a resolution in the general meeting passed with the same vote required to amend the articles of association. A deviation of the shareholders' preferential rights in respect of bonus issues requires the approval of all outstanding Shares.
The general meeting may, by the same vote as is required for amending the articles of association, authorize the board of directors to issue new Shares, and to deviate from the preferential rights of shareholders in connection with such issuances. Such authorisation may be effective for a maximum of two years, and the nominal value of the Shares to be issued may not exceed 50% of the registered par share capital when the authorisation is registered with the Norwegian Register of Business Enterprises.
Under Norwegian law, the Company may increase its share capital by a bonus share issue, subject to approval by the Company's shareholders, by transfer from the Company's distributable equity or from the Company's share premium reserve and thus the share capital increase does not require any payment of a subscription price by the shareholders. Any bonus issues may be affected either by issuing new shares to the Company's existing shareholders or by increasing the nominal value of the Company's outstanding Shares.
Issuance of new Shares to shareholders who are citizens or residents of the United States and other jurisdictions upon the exercise of preferential rights may require the Company to file a registration statement or prospectus in the United States under United States securities laws or in such other jurisdictions under the laws of such jurisdictions. Should the Company in such a situation decide not to file a registration statement or prospectus, the Company's U.S. shareholders and shareholders in such other jurisdictions may not be able to exercise their preferential rights. To the extent that shareholders are not able to exercise their rights to subscribe for new shares, the value of their subscription rights will be lost and such shareholders' proportional ownership interests in the Company will be reduced.
Norwegian law sets forth a number of protections for minority shareholders of the Company, including, but not limited to, those described in this paragraph and the description of general meetings as set out above. Any of the Company's shareholders may petition Norwegian courts to have a decision of the board of directors or the Company's shareholders made at the general meeting declared invalid on the grounds that it unreasonably favours certain shareholders or third parties to the detriment of other shareholders or the Company itself. The Company's shareholders may also petition the courts to dissolve the Company as a result of such decisions to the extent particularly strong reasons are considered by the court to make necessary dissolution of the Company.
Minority shareholders holding 10% or more of the Company's share capital have a right to demand in writing that the Board of Directors convenes an extraordinary general meeting to discuss or resolve specific matters. In addition, any of the Company's shareholders may in writing demand that the Company place an item on the agenda for any general meeting as long as the Company is notified in time for such item to be included in the notice of the meeting. If the notice has been issued when such a written demand is presented, a renewed notice must be issued if the deadline for issuing notice of the general meeting has not expired.
The share capital of the Company may be reduced by reducing the nominal value of the Shares or by cancelling Shares. Such a decision requires the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at a general meeting. Redemption of individual Shares requires the consent of the holders of the Shares to be redeemed.
The Company may purchase its own Shares provided that the Board of Directors has been granted an authorisation to do so by a general meeting with the approval of at least two-thirds of the aggregate number of votes cast and at least two-thirds of the share capital represented at the meeting. The aggregate nominal value of treasury shares so acquired, and held by the Company must not lead to the share capital with deduction of the aggregate nominal of the holding of own shares is less than the minimum allowed share capital of NOK 30,000, and treasury shares may only be acquired if the Company's distributable equity, according to the latest adopted balance sheet, exceeds the consideration to be paid for the shares. The authorisation by the general meeting of the Company's shareholders cannot be granted for a period exceeding two years.
A decision of the Company's shareholders to merge with another company or to demerge requires a resolution by the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the general meeting. A merger plan, or demerger plan signed by the Board of Directors along with certain other required documentation, would have to be sent to all the Company's shareholders, or if the articles of association stipulate that, made available to the shareholders on the Company's website, at least one month prior to the general meeting to pass upon the matter.
Under Norwegian law, the Company may be wound-up by a resolution of the Company's shareholders at the general meeting passed by at least two-thirds of the aggregate votes cast and at least two-thirds of the share capital represented at the meeting. In the event of liquidation, the Shares rank equally in the event of a return on capital.
The Company is not subject to the takeover regulations set out in the Norwegian Securities Trading Act, or otherwise.
The Shares are, however, subject to the provisions on compulsory transfer of shares as set out in the Norwegian Private Companies Act. If a private limited liability company alone, or through subsidiaries, owns 9/10 or more of the shares in the subsidiary, and may exercise a corresponding part of the votes that may be cast in the general meeting, the board of directors of the parent company may resolve that the parent company shall take over the remaining shares in the company. Each of the other shareholders in the subsidiary have the right to require the parent company to take over the shares. The parent company shall give the shareholders a redemption offer pursuant to the provisions of the Norwegian Private Companies Act. The redemption amount will in the absence of agreement or acceptance of the offer be fixed by a discretionary valuation.
The following is a brief summary of certain Norwegian tax considerations relevant to the acquisition, ownership and disposition of Shares by holders that are residents of Norway for purposes of Norwegian taxation ("resident or Norwegian shareholders") and holders that are not residents of Norway for such purposes ("non-resident or foreign shareholders").
The summary is based on applicable Norwegian laws, rules and regulations as at the date of this Information Document. Such laws, rules and regulations may be subject to changes after this date, possibly on a retroactive basis for the same tax year. The summary is of a general nature and does not purport to be a comprehensive description of all tax considerations that may be relevant and does not address taxation in any other jurisdiction than Norway.
The summary does not concern tax issues for the Company and the summary only focuses on the shareholder categories explicitly mentioned below. Special rules may apply to shareholders who are considered transparent entities for tax purposes, for shareholders holding shares through a Norwegian permanent establishment and for shareholders that have ceased or cease to be resident in Norway for tax purposes.
Each shareholder, and specifically non-resident shareholders, should consult with and rely upon their own tax advisers to determine their particular tax consequences.
Dividends distributed from the Company to Norwegian corporate shareholders (i.e. limited liability companies and certain similar entities) are generally exempt from tax pursuant to the participation exemption method (Norwegian: "Fritaksmetoden"). However, 3% of such dividends are taxable as general income at a current rate of 22%, implying that dividends distributed from the Company to resident corporate shareholders are effectively taxed at a rate of 0.66%.
Dividends distributed from the Company to Norwegian personal shareholders are taxed as ordinary income at a current rate of 22% to the extent the dividends exceed a statutory tax-exempt allowance (Norwegian: "Skjermingsfradrag"). The tax basis is upward adjusted with a factor of 1.44 before taxation, implying that dividends exceeding the tax free allowance are effectively taxed at a rate of 31.68%.
The tax-exempt allowance is calculated and applied on a share-by-share basis. The allowance for each share equals the cost price of the share multiplied by a risk-free interest rate determined based on the interest rate on Norwegian treasury bills with three months maturity plus 0.5 percentage point and adjusted downwards with the tax rate. The allowance one year is allocated to the shareholder owning the share on 31 December. Norwegian personal shareholders who transfer Shares during an income year will thus not be entitled to deduct any calculated allowance related to the transaction year. The Directorate of Taxes announces the risk free-interest rate in January the year after the income year.
Any part of the calculated allowance one year exceeding distributed dividend on a Share (excess allowance) can be carried forward and set off against future dividends (or capital gains) on the same Share (but may not be set off against taxable dividends / capital gains on other Shares). Furthermore, for the purpose of calculating the allowance the following years, any excess allowance is added to the cost price of the share and thereby included in the basis for the calculation of allowance the following years.
Dividends distributed from the Company to non-resident shareholders are in general subject to Norwegian withholding tax at a rate of currently 25%, unless otherwise provided for in an applicable tax treaty or the recipient is corporate shareholder tax resident within the European Economic Area (the EEA) (ref. Section 7.1.4 below for more information on the EEA exemption). Norway has entered into tax treaties with approximate 80 countries. In most tax treaties the withholding tax rate is reduced to 15% or lower.
Shareholders, who have been subject to a higher withholding tax than applicable, may apply to the Central Office for Foreign Tax Affairs for a refund of the excess withholding tax.
If foreign shareholders are engaged in business activities in Norway, and their Shares are effectively connected with such business activities, dividends distributed on their Shares will generally be subject to the same taxation as that of Norwegian shareholders.
Foreign shareholders should consult their own advisers regarding the availability of treaty benefits in respect of dividend payments, including the possibility of effectively claiming refund of withholding tax.
Dividends distributed from the Company to personal shareholders tax-resident within the EEA are upon request entitled to a deductible allowance. The shareholder shall pay the lesser amount of (i) withholding tax according to the rate in the applicable tax treaty or (ii) withholding tax at 25% after deduction of the tax-free allowance. Any excess allowance may be carried forward.
Dividends distributed from the Company to corporate shareholders tax resident within the EEA are exempt from Norwegian withholding tax, provided the shareholder is the beneficial owner of the Shares and genuinely established and performs genuine economic business activities within the EEA.
For Norwegian corporate shareholders capital gains upon realization of Shares are generally exempt from tax. Losses are not deductible.
For Norwegian personal shareholders capital gains upon realization of Shares are taxable as general income in the year of realization, and have a corresponding right to deduct losses that arise upon such realization. The tax liability applies irrespective of time of ownership and the number of Shares realized. The tax rate for general income is currently 22%. The tax basis is adjusted upward with a factor of 1.44 before taxation/deduction, implying an effective taxation at a rate of 31.68%.
The taxable gain or loss is calculated per Share and amounts to the difference between the consideration received and the cost price of the Share, including any costs incurred upon acquisition or realization of the Share. Any unused allowance on a Share (see above) may be set off against capital gains on the same Share, but will not lead to or increase a deductible loss. I.e. any unused allowance exceeding the capital gain upon realization of the Share will be annulled. Any unused allowance on one Share may not be set of against gains on other Shares.
If a shareholder disposes of Shares acquired at different times, the Shares that were first acquired will be deemed as first disposed (the FIFO-principle) when calculating a taxable gain or loss.
Special exit tax rules apply for resident personal shareholders that cease to be tax resident in Norway.
Gains from realization of Shares by non-resident shareholders will not be subject to taxation in Norway unless (i) the Shares are effectively connected with business activities carried out or managed in Norway, or (ii) the Shares are held by an individual who has been a resident of Norway for tax purposes with unsettled/postponed exit tax.
Norwegian corporate shareholders are not subject to net wealth tax.
Norwegian personal shareholders are generally subject to net wealth taxation at a current rate of 0.85% on net wealth exceeding NOK 1,500,000. The general rule is that the Shares will be included in the net wealth with 55% of their proportionate share of the Company's calculated wealth tax value as of 1 January in the income year.
Non-resident shareholders are generally not subject to Norwegian net wealth tax, unless the Shares are held in connection with business activities carried out or managed from Norway.
Norway does not impose any stamp duty or transfer tax on the transfer or issuance of Shares.
Norway does not impose any inheritance tax. However, the heir continues the giver's tax positions, including the input values, based on principles of continuity.
The Company is responsible for and shall deduct, report and pay any applicable withholding tax to the Norwegian tax authorities.
The following definitions and glossary apply in this Information Document unless otherwise dictated by the context, including the foregoing pages of this Information Document:
| Admission to Trading | The admission to trading of Gigante Salmon's 105,556,037 outstanding |
|---|---|
| Shares on Euronext Growth Oslo | |
| Advisor | SpareBank 1 Markets AS, acting as the Company's Euronext Growth |
| advisor | |
| Articles of Association | The articles of association of the Company |
| Board Members | The members of the Board of Directors |
| Board or Board of Directors | The board of directors of the Company |
| BoD | Gigante Salmon's Board of Directors |
| CEO | The Company's chief executive officer |
| Code | Norwegian Code of Practice for Corporate Governance |
| Company or Gigante Salmon | Gigante Salmon AS |
| EEA | The European Economic Area |
| EU | The European Union |
| Euronext Growth Oslo | A multilateral trading facility operated by Oslo Børs ASA |
| Executive Management | The Group's senior executive management team |
| Financial Statements | The Group's audited consolidated financial statements for the year |
| ending 31 December 2020 with comparable figures for the year ending | |
| 31 December 2019 | |
| FOB | Freight On Board |
| Forward-looking statements | All statements other than historic facts or present facts, typically |
| indicated by words such as "believe", "may", "will", "estimate", | |
| "continue", "anticipate", "intend", "expect", and similar | |
| General Meeting | The Company's general meeting of shareholders |
| GIFAS | Gildeskål Forskningsstasjon AS |
| GIFAS Test Agreement | A test agreement entered into between Gigante Salmon Rødøy and |
| GIFAS for equipment to be used in the Group's production facility | |
| Gigante Salmon Rødøy | Gigante Salmon Rødøy AS |
| "GIGA" | Gigante Salmon's ticker code on the Euronext Growth Oslo |
| Group | The Company and Gigante Salmon Rødøy AS |
| Haavind | Advokatfirmaet Haavind AS |
|---|---|
| HOG | Head-on-gutted |
| Information Document | This Information Document dated 1 July 2021 |
| ISIN | Securities number in the Norwegian Central Securities Depository (VPS) |
| Managers | SpareBank 1 Markets and SpareBank 1 Nord-Norge, acting as Managers in connection with the Private Placement |
| NGAAP | Norwegian Generally Accepted Accounting Principles |
| NOK | Norwegian Kroner, the lawful currency of Norway |
| Non-resident or foreign shareholders |
Shareholders who are not resident in Norway for tax purposes |
| Norwegian Private Companies Act | Norwegian Private Limited Liability Companies Act of 13 June 1997 no. 44 |
| Private Placement | The private placement completed by the Company on 29 June 2021 |
| PwC | PricewaterhouseCoopers AS |
| Resident or Norwegian shareholders |
Shareholders who are resident in Norway for tax purposes |
| Rødøy Facility Funding Arrangement |
The Group's funding arrangement with SpareBank 1 Nord-Norge for financing part of the costs of the Rødøy Facility |
| Salten Aqua Administration Agreement |
An administration agreement entered into between the Company and Salten Aqua AS |
| Securities Trading Act | Securities Trading Act of 29 June 2007 no. 75 (Norwegian: "Verdipapirhandelloven") |
| Shares | The Company's outstanding shares, each with a par value of NOK 1 |
| SpareBank 1 Markets | SpareBank 1 Markets AS |
| SpareBank 1 Nord-Norge | SpareBank 1 Nord-Norge |
| Sourced Management | The management resources sourced from Salten Aqua AS |
| United States | The United States of America |
| VPS | The Norwegian Central Securities Depository (Norwegian: "Verdipapirsentralen") |
| VPS Registrar | SpareBank 1 SMN |
Når dokumenter som gjelder saker som skal behandles på generalforsamlingen, er gjort tilgjengelige for aksjeeierne på selskapets nettsider, gjelder ikke lovens krav om at dokumentene skal sendes til aksjeeierne. Dette gjelder også dokumenter som etter lov skal inntas i eller vedlegges innkallingen til generalforsamlingen. En aksjeeier kan likevel kreve å få tilsendt dokumenter som gjelder saker som skal behandles på generalforsamlingen.
Styret kan bestemme at aksjeeierne skal kunne avgi sin stemme skriftlig, herunder ved bruk av elektronisk kommunikasjon, i en periode før generalforsamlingen. Styret kan fastsette nærmere retningslinjer for slik forhåndsstemming. Det skal fremgå av generalforsamlingsinnkallingen hvilke retningslinjer som er fastsatt.
§ 10 For øvrig vises til den til enhver tid gjeldende aksjelovgivning.
Apeendix 2 - Audited Consolidated Annual Report 2020 (with comparable figures for 2019)
Årsberetning Resultatregnskap Balanse Kontantstrømoppstilling Noter til regnskapet
Org.nr.: 9ϴϯ ϰϳϴ ϲϯϴ
RESULTATREGNSKAP
(Beløp i NOK)
| Morselskap | Konsern | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | Note | 2020 | 2019 | |
| 0 | 0 | Salgsinntekter | 0 | 0 | |
| 0 | 0 | Andre driftsinntekter | 0 | 0 | |
| 0 | 0 | Sum driftsinntekter | 0 | 0 | |
| 469 782 | 208 085 | Lønnskostnad | 8, 10 | 469 782 | 208 085 |
| 155 543 | 127 833 | Andre driftskostnader | 10 | 157 756 | 153 862 |
| 625 325 | 335 918 | Sum driftskostnad | 627 538 | 361 947 | |
| Ͳ625 325 | Ͳ335 918 | Driftsresultat | Ͳ627 538 | Ͳ361 947 | |
| 5 248 | 16 236 | Andre renteinntekter | 12 | 6 112 | 16 413 |
| 0 | 0 | Andre rentekostnader | 12 | 65 | 0 |
| 0 | 0 | Annen finanskostnad | 12 | 1 917 | 1 333 |
| Ͳ620 077 | Ͳ319 682 | Resultat før skattekostnad | Ͳ623 408 | Ͳ346 867 | |
| Ͳ136 417 | Ͳ70 330 | Skattekostnad | 9 | Ͳ141 540 | Ͳ71 877 |
| Ͳ483 660 | Ͳ249 352 | Årsresultat | 6 | Ͳ481 868 | Ͳ274 990 |
| Herav til minoritetsinteresser | 0 | 0 | |||
| Årsresultat til majoritetsinteressene | Ͳ481 868 | Ͳ274 990 | |||
| Disponering |
483 660 249 352 Overført fra egenkapital
BALANSE PR. 31.12.
(Beløp i NOK 1000)
| Morselskap | Konsern | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | EIENDELER | Note | 2020 | 2019 |
| 0 | 0 | Goodwill | 1 | 0 | 1 005 100 |
| 136 417 | 0 | Utsatt skattefordel | 9 | 143 087 | 1 547 |
| 136 417 | 0 | Sum immaterielle eiendeler | 143 087 | 1 006 647 | |
| 1 312 237 | 1 229 337 | Tomter, bygninger og annen fast eiendom | 2 | 1 312 237 | 1 229 337 |
| 1 312 237 | 1 229 337 | Sum varige driftsmidler | 1 312 237 | 1 229 337 | |
| 65 100 000 | 1 472 200 | Investeringer i datterselskap | 3 | 0 | 0 |
| 65 100 000 | 1 472 200 | Sum finansielle anleggsmidler | 0 | 0 | |
| 66 548 654 | 2 701 537 | SUM ANLEGGSMIDLER | 1 455 324 | 2 235 984 | |
| 0 | 0 | Varer | 0 | 0 | |
| 65 677 | 66 109 | Andre fordringer | 4 | 35 897 | 60 539 |
| 65 677 | 66 109 | Sum fordringer | 35 897 | 60 539 | |
| 467 111 | 1 115 408 | Bankinnskudd, kontanter o.l. | 5 | 65 566 375 | 1 578 893 |
| 532 788 | 1 181 517 | SUM OMLØPSMIDLER | 65 602 272 | 1 639 432 | |
| 67 081 442 | 3 883 054 | SUM EIENDELER | 67 057 596 | 3 875 416 |
| Morselskap | Konsern | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | EGENKAPITAL OG GJELD | Note | 2020 | 2019 |
| 192 400 | 192 400 | Aksjekapital | 7 | 192 400 | 192 400 |
| 65 000 000 | 0 | Ikke registrert kapitalforhøyelse | 65 000 000 | $\Omega$ | |
| 113 935 | 1969795 | Annen innskutt egenkapital | 90 089 | 1944 157 | |
| 65 306 335 | 2 162 195 | Sum innskutt egenkapital | 65 282 489 | 2 136 557 | |
| 0 | $\Omega$ | Udekket tap | $\mathbf 0$ | $\bf 0$ | |
| 0 | 0 | Sum opptjent egenkapital | 0 | $\mathbf 0$ | |
| Minoritetsinteresser | 0 | $\pmb{0}$ | |||
| 65 306 335 | 2 162 195 SUM EGENKAPITAL | 6 | 65 282 489 | 2 136 557 | |
| 1705318 | 1680318 | Øvrig langsiktig gjeld | $\overline{4}$ | 1705318 | 1680318 |
| 1705318 | 1680318 | Sum annen langsiktig gjeld | 1705318 | 1680318 | |
| 10 27 2 | $\mathbf{0}$ | Leverandørgjeld | 10 27 2 | $\mathbf{0}$ | |
| 16 9 97 | 22 6 9 0 | Skyldige offentlige avgifter | 16 9 97 | 22 690 | |
| 42 5 20 | 17851 | Annen kortsiktig gjeld | 42 5 20 | 35 851 | |
| 69789 | 40 541 | Sum kortsiktig gjeld | 69789 | 58 541 | |
| 1775 107 | 1720859 | SUM GJELD | 1775 107 | 1738859 | |
KONTANTSTRØMOPPSTILLING (Beløp i NOK)
| Morselskap | Konsern | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Kontantstrømmer fra operasjonelle aktiviteter | ||||
| Ͳ620 077 | Ͳ319 682 | Resultat før skattekostnad | Ͳ623 408 | Ͳ346 867 |
| 10 272 | Ͳ51 939 | Endring i leverandørgjeld | 10 272 | Ͳ58 189 |
| 19 408 | 16 099 | Endring i andre tidsavgrensningsposter | Ͳ543 | 11 592 |
| Ͳ590 397 | Ͳ355 522 | Netto kontantstrøm fra operasjonelle aktiviteter | Ͳ613 679 | Ͳ393 464 |
| Kontantstrømmer fra investeringsaktiviteter | ||||
| Ͳ82 900 | Ͳ28 094 | Utbetalinger ved kjøp av varige driftsmidler | Ͳ82 900 | Ͳ28 094 |
| 0 | 0 | <ŽŶƚĂŶƚďĞŚŽůĚŶŝŶŐĨƌĂĂǀŚĞŶĚĞƚĚĂƚƚĞƌƐĞůƐŬĂƉ | Ͳ364 949 | 0 |
| 0 | Ͳ1 472 200 | Utbetalinger ved kjøp av aksjer i andre foretak | 0 | Ͳ1 372 200 |
| Ͳ82 900 | Ͳ1 500 294 | Netto kontantstrøm fra investeringsaktiviteter | Ͳ447 849 | Ͳ1 400 294 |
| Kontantstrømmer fra finansieringsaktiviteter | ||||
| 25 000 | 1 680 318 | Innbetalinger ved opptak av ny langsiktig gjeld | 49 210 | 1 680 318 |
| 0 | 0 | Utbetaling ved nedbetaling av kortsiktig gjeld | 0 | Ͳ1 057 |
| 0 | 0 | Innbetaling av egenkapital | 64 999 800 | 0 |
| 0 | 319 682 | Innbetalinger av konsernbidrag | 0 | 319 682 |
| 25 000 | 2 000 000 | Netto kontantstrøm fra finansieringsaktiviteter | 65 049 010 | 1 998 943 |
| Effekt av valutakursendringer på kontanter og | ||||
| kontantekvivalenter | ||||
| Ͳ648 297 | 144 184 | Netto endring i kontanter og kontantekvivalenter | 63 987 482 | 205 185 |
| Beholdning av kontanter og kontantekvivalenter ved | ||||
| 1 115 408 | 971 224 | periodens begynnelse | 1 578 893 | 971 224 |
| 0 | 0 | Tilførsel ved konserndannelse, 26.03.2019 | 0 | 402 484 |
| Beholdning av kontanter og kontantekvivalenter ved | ||||
| 467 111 | 1 115 408 | periodens slutt | 65 566 375 | 1 578 893 |
| Denne består av: | ||||
| 467 111 | 1 115 408 | Bankinnskudd m.v. | 65 566 375 | 1 578 893 |
Årsregnskapet er satt opp i samsvar med regnskapsloven og god regnskapsskikk.
Utarbeidelse av regnskaper i samsvar med regnskapsloven krever bruk av estimater. Videre krever anvendelse av selskapets regnskapsprinsipper at ledelsen må utøve skjønn. Områder som i stor grad inneholder slike skjønnsmessige vurderinger, høy grad av kompleksitet, eller områder hvor forutsetninger og estimater er vesentlige for årsregnskapet, er beskrevet i notene.
Datterselskaper er selskaper der morselskapet har kontroll, og dermed bestemmende innflytelse på enhetens finansielle og operasjonelle strategi, normalt ved å eie mer enn halvparten av den stemmeberettigede kapitalen.
| Følgende selskaper inngår i konsernet 31.12.: | |
|---|---|
| MorͲog datterselskaperEierandel | |
| Gigante Salmon AS100 % | |
| Gigante Salmon Rødøy AS100 % | |
| Nye Lundbakk Holding AS *100 % | |
| * Gitt i tingsutbytte til morselskapet Gigante Havbruk AS i 2020 |
Kostmetoden brukes som prinsipp for investeringer i datterselskaper i selskapsregnskapet. Kostprisen økes når midler tilføres ved kapitalutvidelse, eller når det gis konsernbidrag til datterselskap. Mottatte utdelinger resultatføres i utgangspunktet som inntekt. Utdelinger som overstiger andel av opptjent egenkapital etter kjøpet føres som reduksjon av anskaffelseskost. Utbytte/konsernbidrag fra datterselskap regnskapsføres det samme året som datterselskapet avsetter beløpet. Utbytte fra andre selskaper regnskapsføres som finansinntekt når utbyttet er vedtatt.
Datterselskaper blir konsolidert fra det tidspunkt kontrollen er overført til konsernet (oppkjøpstidspunktet).
I konsernregnskapet erstattes posten aksjer i datterselskap med datterselskapets eiendeler og gjeld. Konsernregnskapet utarbeides som om konsernet var én økonomisk enhet. Transaksjoner, urealisert fortjeneste og mellomværende mellom selskapene i konsernet elimineres.
Kjøpte datterselskaper regnskapsføres i konsernregnskapet basert på morselskapets anskaffelseskost. Anskaffelseskost tilordnes identifiserbare eiendeler og gjeld i datterselskapet, som oppføres i konsernregnskapet til virkelig verdi på oppkjøpstidspunktet. Eventuell merverdi ut over hva som kan henføres til identifiserbare eiendeler og gjeld, balanseføres som goodwill. Goodwill behandles som en residual og balanseføres med den andelen som er observert i oppkjøpstransaksjonen. Merverdier i konsernregnskapet avskrives over de oppkjøpte eiendelenes forventede levetid.
Eiendeler bestemt til varig eie eller bruk klassifiseres som anleggsmidler. Eiendeler som er tilknyttet varekretsløpet klassifiseres som omløpsmidler. Fordringer for øvrig klassifiseres som omløpsmidler hvis de skal tilbakebetales innen ett år. For gjeld legges analoge kriterier til grunn. Første års avdrag på langsiktige fordringer og langsiktig gjeld klassifiseres likevel ikke som omløpsmiddel og kortsiktig gjeld.
Anskaffelseskost for eiendeler omfatter kjøpesummen for eiendelen, med fradrag for bonuser, rabatter og lignende, og med tillegg for kjøpsutgifter (frakt, toll, offentlige avgifter som ikke refunderes og eventuelle andre direkte kjøpsutgifter). Ved kjøp i utenlandsk valuta balanseføres eiendelen til kursen på transaksjonstidspunktet, men til terminkursen ved bruk av terminkontrakt.
For varige driftsmidler og immaterielle eiendeler omfatter anskaffelseskost også direkte utgifter for å klargjøre eiendelen for bruk, for eksempel utgifter til testing av eiendelen.
Goodwill har oppstått i forbindelse med kjøp av datterselskap. Goodwill avskrives over forventet levetid.
Tomter avskrives ikke. Andre varige driftsmidler balanseføres og avskrives lineært til restverdi over driftsmidlenes forventede utnyttbare levetid. Ved endring i avskrivningsplan fordeles virkningen over gjenværende avskrivningstid ("knekkpunktmetoden"). Vedlikehold av driftsmidler kostnadsføres løpende under driftskostnader. Påkostninger og forbedringer tillegges driftsmidlets kostpris og avskrives i takt med driftsmidlet. Skillet mellom vedlikehold og påkostning/forbedring regnes i forhold til driftsmidlets stand på anskaffelsestidspunktet.
Leide (leasede) driftsmidler balanseføres som driftsmidler hvis leiekontrakten anses som finansiell.
Kostmetoden brukes som prinsipp for investeringer i andre aksjer mv. Utdelinger regnskapsføres i utgangspunktet som finansinntekt, når utdelingen er vedtatt. Hvis utdelingene vesentlig overstiger anel av opptjent egenkapital etter kjøpet, føres det overskytende til reduksjon av kostprisen.
Ved indikasjon om at balanseført verdi av et anleggsmiddel er høyere enn virkelig verdi, foretas det test for verdifall. Testen foretas for det laveste nivå av anleggsmidler som har selvstendige kontantstrømmer. Hvis balanseført verdi er høyere enn både salgsverdi og gjenvinnbart beløp (nåverdi ved fortsatt bruk/eie), foretas det nedskrivning til det høyeste av salgsverdi og gjenvinnbart beløp.
Tidligere nedskrivninger, med unntak for nedskrivning av goodwill, reverseres hvis forutsetningene for nedskrivningen ikke lenger er til stede.
Kundefordringer føres opp i balansen etter fradrag for avsetning til forventede tap. Avsetning til tap gjøres på grunnlag av individuell vurdering av fordringene og en tilleggsavsetning som skal dekke øvrige påregnelige tap. Vesentlige økonomiske problemer hos kunden, sannsynligheten for at kunden vil gå konkurs eller gjennomgå økonomisk restrukturering, og utsettelser og mangler ved betalinger anses som indikatorer på at kundefordringer må nedskrives.
Andre fordringer, både omløpsfordringer og anleggsfordringer, føres opp til det laveste av pålydende og virkelig verdi. Virkelig verdi er nåverdien av forventede framtidige innbetalinger. Det foretas likevel ikke neddiskontering når effekten av neddiskontering er uvesentlig for regnskapet. Avsetning til tap vurderes på samme måte som for kundefordringer.
Gjeld, med unntak for enkelte avsetninger for forpliktelser, balanseføres til nominelt gjeldsbeløp.
Konsernets pensjonsordningene er finansiert gjennom innbetalinger til forsikringsselskap.
Ved innskuddsplaner betaler selskapet innskudd til et forsikringsselskap. Selskapet har ingen ytterligere betalingsforpliktelse etter at innskuddene er betalt. Innskuddene regnskapsføres som lønnskostnad. Eventuelle forskuddsbetalte innskudd balanseføres som eiendel (pensjonsmidler) i den grad innskuddet kan refunderes eller redusere framtidige innbetalinger.
Skattekostnaden i resultatregnskapet omfatter både periodens betalbare skatt og endring i utsatt skatt. Utsatt skatt beregnes på grunnlag av de midlertidige forskjeller som eksisterer mellom regnskapsmessige og skattemessige verdier, samt eventuelt ligningsmessig underskudd til fremføring ved utgangen av regnskapsåret. Skatteøkende og skattereduserende midlertidige forskjeller som reverserer eller kan reversere i samme periode er utlignet. Oppføring av utsatt skattefordel på netto skattereduserende forskjeller som ikke er utlignet og underskudd til fremføring, begrunnes med antatt fremtidig inntjening. Utsatt skatt og skattefordel som kan balanseføres oppføres netto i balansen.
Skattereduksjon ved avgitt konsernbidrag, og skatt på mottatt konsernbidrag som føres som reduksjon av balanseført beløp på investering i datterselskap, føres direkte mot skatt i balansen (mot betalbar skatt hvis konsernbidraget har virkning på betalbar skatt, og mot utsatt skatt hvis konsernbidraget har virkning på utsatt skatt). Utsatt skatt både i selskapsregnskapet og i konsernregnskapet regnskapsføres til nominelt beløp.
Kontantstrømoppstillingen utarbeides etter den indirekte metoden. Kontanter og kontantekvivalenter omfatter kontanter, bankinnskudd og andre kortsiktige likvide plasseringer, som umiddelbart og med uvesentlig kursrisiko kan konverteres til kjente kontantbeløp og med gjenværende løpetid mindre enn tre måneder fra anskaffelsesdato.
| Konsernet | Goodwill |
|---|---|
| Anskaffelseskost 01.01. | 1 005 100 |
| Tilgang | 0 |
| Avgang | 1 005 100 |
| Anskaffelseskost 31.12. | 0 |
| Akkumulerte avskrivninger 31.12. | 0 |
| Balanseført verdi 31.12. | 0 |
| Årets avskrivninger | 0 |
| Forventet økonomisk levetid | NA |
| Avskrivningsplan | Lineær |
Goodwill ble ervervet ved kjøp av aksjer i datterselskapet Nye Lundbakk Holding AS. Ved avgang av datter i 2020 ble denne goodwillen fraregnet.
| Anlegg under | |||
|---|---|---|---|
| utførelse | Tomt | Sum | |
| Anskaffelseskost 01.01. | 300 707 | 928 630 | 1 229 337 |
| Tilgang | 82 900 | 0 | 82 900 |
| Avgang | 0 | 0 | 0 |
| Anskaffelseskost 31.12. | 383 607 | 928 630 | 1 312 237 |
| Akkumulerte avskrivninger 31.12. | 0 | 0 | 0 |
| Balanseført verdi 31.12. | 383 607 | 928 630 | 1 312 237 |
| Årets avskrivninger | 0 | 0 | 0 |
Selskapets driftsmidler består av to anlegg under utførelse, samt en øy like utenfor Bodø. Det er ingen avskrivning på selskapets driftsmidler.
Det er ingen endringer i avskrivningsplaner.
| Anlegg under utførelse |
Tomt | Sum | |
|---|---|---|---|
| Anskaffelseskost 01.01. | 300 707 | 928 630 | 1 229 337 |
| Tilgang | 82 900 | 0 | 82 900 |
| Avgang | 0 | 0 | 0 |
| Anskaffelseskost 31.12. | 383 607 | 928 630 | 1 312 237 |
| Akkumulerte avskrivninger 31.12. | 0 | 0 | 0 |
| Balanseført verdi 31.12. | 383 607 | 928 630 | 1 312 237 |
| Årets avskrivninger | 0 | 0 | 0 |
Konsernets driftsmidler består av to anlegg under utførelse, samt en øy like utenfor Bodø. Det er ingen avskrivning på konsernets driftsmidler.
Det er ingen endringer i avskrivningsplaner
Investeringene i datterselskap regnskapsføres etter kostmetoden.
| EierͲ/ | Egenkapital | Resultat | |||
|---|---|---|---|---|---|
| ForretningsͲ | stemmeͲ | siste år(100 | siste år(100 | Balanseført | |
| Datterselskap | kontor | andel | %) | %) | verdi |
| Gigante Salmon Rødøy AS | Bodø | 100 % | 65 076 154 | Ͳ18 159 | 65 100 000 |
| Balanseført verdi 31.12. | 65 100 000 |
Selskapet eide fra mars 2019 til desember 2020 100% av aksjene i Nye Lundbakk Holding AS. Selskapet er i 2020 gitt i tilleggsutbytte til aksjonær Gigante Havbruk AS. For sammenligning av konsernregnskap fra 2020 til 2021, har vi her presentert påvirkningen Nye Lundbakk Holding AS hadde på konsernresultatet for 2020.
| Regnskapsliner | 2 019 | 2 020 |
|---|---|---|
| Annen driftskostnad | 18 959 | 12 502 |
| Annen renteinntekt | 141 | 136 |
| Annen finanskostnad | 1 333 | 1 917 |
| Resultat før skattekostnad | Ͳ20 151 | Ͳ14 283 |
| Årsresultat etter skatt | Ͳ20 151 | Ͳ14 283 |
Balansen er i 2019 påvirket gjennom en bankbeholdning på kr 364 949, egenkapital på kr 346 949 og annen kortsiktig gjeld med kr 18 000.
| Andre langsiktige fordringer | Annen langsiktig gjeld | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Foretak i samme konsern m.v. | 0 | 0 | 0 | 0 |
| Aksjonær | 0 | 0 | 1 705 318 | 1 680 318 |
| Sum | 0 | 0 | 1 705 318 | 1 680 318 |
| Andre kortsiktige fordringer | Annen kortsiktig gjeld | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Foretak i samme konsern m.v. | 29 780 | 5 570 | 64 999 800 | 0 |
| Aksjonær | 65 000 000 | 0 | 0 | 0 |
| Sum | 65 029 780 | 5 570 | 64 999 800 | 0 |
Kapitalforhøyelsen i Gigante Salmon AS er ikke innskutt før etter årsskifte, slik at selskapet har en fordring mot aksjonær Gigante Havbruk AS. I tillegg har ikke selskapet betalt inn kapitalforhøyelsen i datter før etter årsskifte slik at selskapet har en gjeld til datterselskap.
Forholdet er nettopresentert i regnskapet som andre kortsiktige fordringer.
| Konsernet | ||||
|---|---|---|---|---|
| Andre langsiktige fordringer | Annen langsiktig gjeld | |||
| 2020 | 2019 | 2020 | 2019 | |
| Aksjonær | 0 | 0 | 1 705 318 | 1 680 318 |
| Sum | 0 | 0 | 1 705 318 | 1 680 318 |
| Andre kortsiktige fordringer | Annen kortsiktig gjeld | |||
| 2020 | 2019 | 2020 | 2019 | |
| Aksjonær | 65 000 000 | 0 | 65 000 000 | 0 |
| Sum | 65 000 000 | 0 | 65 000 000 | 0 |
Konsernet har en fordring mot aksjonær Gigante Havbruk AS for kapitalforhøyelse innbetalt rett etter årsskifte. I tillegg har det ved en inkurie blitt overført 65 000 000 til Gigante Salmon Rødøy AS fra aksjonær, for kapitalforhøyelse som skulle vært overført først til Gigante Salmon AS. Konsernet har dermed også en kortsiktig gjeld til aksjonær Gigante Havbruk AS.
Forholdet er nettopresentert i regnskapet som andre kortsiktige fordringer.
| Morselskapet | Konsernet | ||||
|---|---|---|---|---|---|
| 2020 | 2019 | Bundne bankinnskudd | 2020 | 2019 | |
| 24 939 | 16 189 | Skattetrekksmidler | 24 939 | 16 189 | |
| Trekkrettigheter | |||||
| 0 | 0 | Ubenyttet kassekreditt | 0 | 0 | |
| Note 6 Egenkapital | |||||
| Morselskapet | |||||
| Annen | Ikke registrert |
||||
| innskudd | kapitalͲ |
| Årets endring i egenkapital | Aksjekapital | egenkapital | forhøyelse | Sum |
|---|---|---|---|---|
| Egenkapital 01.01. | 192 400 | 1 969 795 | 0 | 2 162 195 |
| Årets resultat | 0 | Ͳ483 660 | 0 | Ͳ483 660 |
| Tilleggsutbytte | 0 | Ͳ1 372 200 | 0 | Ͳ1 372 200 |
| Emisjon, kontantinnskudd* | 0 | 0 | 65 000 000 | 65 000 000 |
| Egenkapital 31.12. | 192 400 | 113 935 | 65 000 000 | 65 306 335 |
* Kapitalforhøyelsen er tegnet før årsskiftet, mens innbetalingen fra aksjonær er gjort 05.01.2021 og hendelsen er registrert i Brønnøysundregistrene den 01.02.2021.
| Ikke | ||||
|---|---|---|---|---|
| Annen | registrert | |||
| Årets endring i egenkapital | Aksjekapital | innskudd egenkapital |
kapitalͲ forhøyelse |
Sum |
| Egenkapital 01.01 | 192 400 | 1 944 157 | 0 | 2 136 557 |
| Årets resultat | 0 | Ͳ481 868 | 0 | Ͳ481 868 |
| Tilleggsutbytte | 0 | Ͳ1 372 200 | 0 | Ͳ1 372 200 |
| Emisjon, kontantinnskudd* | 0 | 0 | 65 000 000 | 65 000 000 |
| Egenkapital 31.12. | 192 400 | 90 089 | 65 000 000 | 65 282 489 |
* Kapitalforhøyelsen er tegnet før årsskiftet, mens innbetalingen fra aksjonær er gjort 05.01.2021 og hendelsen er registrert i Brønnøysundregistrene den 01.02.2021.
Aksjekapitalen utgjør kr 192 400,- og består av 192 400 aksjer med pålydende kr 1 pr aksje.
| Antall aksjer | Eierandel | ||
|---|---|---|---|
| Gigante Havbruk AS | Morselskap | 192 400 | 100,0 % |
| Sum | 192 400 | 100,0 % |
Alle aksjer er eid av morselskapet Gigante Havbruk AS med forretningsadresse Postboks 401, 8001 Bodø. Der kan konsernregnskapet som inkluderer konsernet Gigante Salmon AS fås utlevert.
Konsernet er underlagt kravene til obligatorisk tjenestepensjon.
| Morselskapet | Konsernet | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Midlertidige forskjeller | ||||
| 0 | 0 | GevinstͲog tapskonto | 0 | Ͳ164 734 |
| 0 | 0 | Netto midlertidige forskjeller | 0 | Ͳ164 734 |
| Ͳ620 077 | 0 | Underskudd til fremføring | Ͳ650 393 | Ͳ4 139 565 |
| 0 | 0 | Inngår ikke i beregning av utsatt skatt | 0 | 4 297 265 |
| Ͳ620 077 | 0 | Grunnlag for utsatt skatt | Ͳ650 393 | Ͳ7 034 |
| Ͳ136 417 | 0 | Utsatt skatt | Ͳ143 087 | Ͳ1 547 |
| Ͳ136 417 | 0 | Utsatt skatt i balansen | Ͳ143 087 | Ͳ1 547 |
| Grunnlag for betalbar skatt | ||||
|---|---|---|---|---|
| Ͳ620 077 | Ͳ319 682 | Resultat før skattekostnad | Ͳ623 408 | Ͳ346 867 |
| 0 | 0 | Permanente forskjeller | Ͳ19 951 | Ͳ10 076 |
| Ͳ620 077 | Ͳ319 682 | Grunnlag for skattekostnad på årets resultat | Ͳ643 359 | Ͳ356 943 |
| 0 | 0 | Endring i midlertidige forskjeller | 0 | Ͳ41 184 |
| Ͳ620 077 | Ͳ319 682 | Gr.lag for bet.bar skatt i res.regnskapet | Ͳ643 359 | Ͳ398 127 |
| 0 | 0 | +/÷ Mottatt/avgitt konsernbidrag | 0 | 0 |
| 0 | 0 | Anvendelse av framførbart underskudd | 0 | 0 |
| Skattepliktig inntekt (grunnlag for betalbar |
| Morselskapet | Konsernet | |||
|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |
| Fordeling av skattekostnaden | ||||
| 0 | 0 | Betalbar skatt | 0 | 0 |
| 0 | 0 | Sum betalbar skatt | 0 | 0 |
| Ͳ136 417 | Ͳ70 330 | Endring i utsatt skatt/skattefordel | Ͳ141 540 | Ͳ71 877 |
| Ͳ136 417 | Ͳ70 330 | Skattekostnad | Ͳ141 540 | Ͳ71 877 |
| Avstemming av årets skattekostnad | ||||
Ͳ620 077 |
319 682 Ͳ |
Regnskapsmessig resultat før skattekostnad | Ͳ623 408 |
346 867 Ͳ |
Ͳ136 417 |
70 330 Ͳ |
Beregnet skatt | Ͳ137 150 |
76 311 Ͳ |
Ͳ136 417 |
70 330 Ͳ |
Skattekostnad i resultatregnskapet | Ͳ141 540 |
71 877 Ͳ |
| Ͳ | 0 | Differanse | Ͳ4 390 | 4 434 |
| Differansen består av følgende: | ||||
| 0 | 0 | Skatt av permanente forskjeller | Ͳ4 389 | Ͳ2 217 |
| 0 | 0 | Andre forskjeller | Ͳ1 | 6 650 |
| 0 | 0 | Sum forklart differanse | Ͳ4 390 | 4 434 |
| Betalbar skatt i balansen | ||||
| 0 | 0 | Betalbar skatt i skattekostnaden | 0 | 0 |
| 0 | 0 | Skattevirkning av konsernbidrag | 0 | 0 |
| 0 | 0 | Betalbar skatt i balansen | 0 | 0 |
| Morselskapet | Konsernet | |||
|---|---|---|---|---|
| 2020 | 2019 | Lønnskostnader | 2020 | 2019 |
| 425 753 | 192 850 | Lønninger | 425 753 | 192 850 |
| 31 801 | 15 235 | Arbeidsgiveravgift | 31 801 | 15 235 |
| 12 228 | 0 | Pensjonskostnader | 12 228 | 0 |
| 0 | 0 | Andre ytelser | 0 | 0 |
| 469 782 | 208 085 | Sum | 469 782 | 208 085 |
| 1 | 1 | Sysselsatte årsverk i regnskapsåret har vært | 1 | 1 |
Det er ikke gitt lån/sikkerhetsstillelse til daglig leder, styrets leder eller andre nærstående parter. Styret har ikke utbetalt noen ytelser i 2020.
| Kostnadsført godtgjørelse til revisor, inkl. mva | Morselskap | Konsern |
|---|---|---|
| Lovpålagt revisjon (inkl. teknisk bistand med årsregnskap) | 0 | 17 400 |
| Teknisk bistand med årsregnskap | 4 813 | 9 625 |
| Teknisk bistand med skattemelding | 4 812 | 9 625 |
| Sum | 9 625 | 36 650 |
Morselskapet har valgt revisjon fra og med 2020.
Selskapet har ikke ytt ytelser til ledende ansatte i året. Mellomværende med konsernselskaper er omtalt i note 3.
Det er ingen transaksjoner innad i konsernet eller med aksjonær og søsterselskap.
| Morselskapet | Konsernet | |||
|---|---|---|---|---|
| 2020 | 2019 | Finansinntekter | 2020 | 2019 |
| 5 248 | 16 236 | Andre renteinntekter | 6 112 | 16 413 |
| 5 248 | 16 236 | Sum finansinntekter | 6 112 | 16 413 |
| Morselskapet | Konsernet | |||
|---|---|---|---|---|
| 2020 | 2019 | Finanskostnader | 2020 | 2019 |
| 0 | 0 | Andre rentekostnader | 65 |
0 |
| 0 | 0 | Andre rentekostnader | 1 917 | 1 333 |
| 0 | 0 | Sum finanskostnader | 1 917 | 1 333 |
På bakgrunn av et behov for å utarbeide konsernregnskap har morͲog datterselskap valgt å avlegge årsregnskapet på nytt.
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Til generalforsamlingen i Gigante Salmon AS
Vi har revidert Gigante Salmon AS' årsregnskap, som består av:
Etter vår mening:
Vi har gjennomført revisjonen i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder de internasjonale revisjonsstandardene International Standards on Auditing (ISA-ene). Våre oppgaver og plikter i henhold til disse standardene er beskrevet i Revisors oppgaver og plikter ved revisjon av årsregnskapet. Vi er uavhengige av selskapet og konsernet slik det kreves i lov og forskrift, og har overholdt våre øvrige etiske forpliktelser i samsvar med disse kravene. Etter vår oppfatning er innhentet revisjonsbevis tilstrekkelig og hensiktsmessig som grunnlag for vår konklusjon.
Ledelsen er ansvarlig for øvrig informasjon. Øvrig informasjon omfatter informasjon i årsrapporten bortsett fra årsregnskapet og den tilhørende revisjonsberetningen.
Vår uttalelse om revisjonen av årsregnskapet dekker ikke øvrig informasjon, og vi attesterer ikke den øvrige informasjonen.
I forbindelse med revisjonen av årsregnskapet er det vår oppgave å lese øvrig informasjon med det formål å vurdere hvorvidt det foreligger vesentlig inkonsistens mellom øvrig informasjon og årsregnskapet, kunnskap vi har opparbeidet oss under revisjonen, eller hvorvidt den tilsynelatende inneholder vesentlig feilinformasjon.
Dersom vi konkluderer med at den øvrige informasjonen inneholder vesentlig feilinformasjon er vi pålagt å rapportere det. Vi har ingenting å rapportere i så henseende.
Styret (ledelsen) er ansvarlig for å utarbeide årsregnskapet i samsvar med lov og forskrifter, herunder for at det gir et rettvisende bilde i samsvar med regnskapslovens regler og god regnskapsskikk i Norge. Ledelsen er også ansvarlig for slik intern kontroll som den finner nødvendig for å kunne utarbeide et årsregnskap som ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil.
Ved utarbeidelsen av årsregnskapet er ledelsen ansvarlig for å ta standpunkt til selskapets og konsernets evne til fortsatt drift, og på tilbørlig måte å opplyse om forhold av betydning for fortsatt drift. Forutsetningen om fortsatt drift skal legges til grunn for årsregnskapet så lenge det ikke er sannsynlig at virksomheten vil bli avviklet.
Vårt mål med revisjonen er å oppnå betryggende sikkerhet for at årsregnskapet som helhet ikke inneholder vesentlig feilinformasjon, verken som følge av misligheter eller utilsiktede feil, og å avgi en revisjonsberetning som inneholder vår konklusjon. Betryggende sikkerhet er en høy grad av sikkerhet, men ingen garanti for at en revisjon utført i samsvar med lov, forskrift og god revisjonsskikk i Norge, herunder ISA-ene, alltid vil avdekke vesentlig feilinformasjon som eksisterer. Feilinformasjon kan oppstå som følge av misligheter eller utilsiktede feil. Feilinformasjon blir vurdert som vesentlig dersom den enkeltvis eller samlet med rimelighet kan forventes å påvirke økonomiske beslutninger som brukerne foretar basert på årsregnskapet.
For videre beskrivelse av revisors oppgaver og plikter vises det til: https://revisorforeningen.no/revisjonsberetninger
Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, mener vi at opplysningene i årsberetningen om årsregnskapet, forutsetningen om fortsatt drift og forslaget til resultatdisponering er konsistente med årsregnskapet og i samsvar med lov og forskrifter.
Basert på vår revisjon av årsregnskapet som beskrevet ovenfor, og kontrollhandlinger vi har funnet nødvendig i henhold til internasjonal standard for attestasjonsoppdrag (ISAE) 3000 «Attestasjonsoppdrag som ikke er revisjon eller forenklet revisorkontroll av historisk finansiell informasjon», mener vi at ledelsen har oppfylt sin plikt til å sørge for ordentlig og oversiktlig
registrering og dokumentasjon av selskapets regnskapsopplysninger i samsvar med lov og god bokføringsskikk i Norge.
Denne beretningen erstatter tidligere avgitt beretning, datert 09. april 2021, som følge av at konsernet hadde behov for å utarbeide konsernregnskap.
Bodø, 11. juni 2021 PricewaterhouseCoopers AS
Silja Eriksen Statsautorisert revisor (elektronisk signert)
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