Share Issue/Capital Change • Jun 8, 2021
Share Issue/Capital Change
Open in ViewerOpens in native device viewer
SalMar - Private placement successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY
OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
(Kverva, 8 June 2021) Reference is made to the stock exchange release from
SalMar ASA ("SalMar" or the "Company") published earlier today regarding a
contemplated private placement. The Company hereby announces that it has raised
approximately NOK 2,709 million in gross proceeds through a private placement
(the "Private Placement") of 4,500,000 new shares (the "New Shares"), at a price
per share of NOK 602. The New Shares allocated in connection with the Private
Placement do not carry the right to the NOK 20 dividend as announced by the
Company on 9 April 2021. The Private Placement took place through an accelerated
bookbuilding process managed by Arctic Securities AS and Carnegie AS (together
the "Managers") as joint bookrunners after close of market today. The Private
Placement received strong interest from high quality institutional investors in
the Nordics and internationally, and was multiple times oversubscribed.
Completion of the Private Placement and the issuance of the New Shares were
resolved by the Board of Directors of the Company (the "Board") at a Board
meeting held today, pursuant to an authorization to increase the share capital
granted to the Board by the Company's annual general meeting on 8 June 2021. The
Company's share capital following the Private Placement will be NOK
29,449,999.75 divided into 117,799,999 shares, each with a par value of NOK
0.25.
SalMar has a strong track record of profitable growth during its 30-year long
history through operational excellence, organic growth and strategic mergers &
acquisitions. In the current market environment, SalMar sees several attractive
growth and investment opportunities across the entire value chain from roe to
plate. These opportunities include purchase of salmon production licenses and
company acquisitions, as well as organic investments in smolt production,
coastal farming operations, harvesting and processing activities. SalMar has
also taken a pole position in developing large-scale offshore farming, initially
in Norway and eventually in other suitable locations. This is being pursued
through the application for the establishment of the Smart Fish Farm pilot
project for production in the open ocean where the company has received eight
development licenses and through building an organisation and a construction
pipeline to allow the rapid development of large-scale offshore and semi-
offshore sustainable salmon farming, based on SalMar's sustainable, best in
class operational performance. The net proceeds from the Private Placement will
be applied across these opportunities, subject to strict profitability and
operational quality criteria.
Kverva Industrier AS, the Company's largest shareholder and a company closely
related to primary insiders Gustav M. Witzøe and Kverva AS, and Gustav Witzøe,
CEO of the Company, was allocated 498,339 New Shares in the Private Placement
and will, following completion of the Private Placement, hold 59,934,476 shares
in the Company.
LIN AS, a company closely related to Leif Inge Nordhammer, Chairman of the Board
of the Company, was allocated 25,065 New Shares in the Private Placement and
will, following completion of the Private Placement, hold 1,299,685 shares in
the Company.
Delivery versus payment settlement of the New Shares will be facilitated by
existing and unencumbered shares in the Company being borrowed by Arctic
Securities (on behalf of the Managers) from Kverva Industrier AS pursuant to a
share lending agreement between such parties and the Company. The shares
allocated in the Private Placement will thus be tradable from allocation. The
Managers will settle the share loan with new shares in the Company to be issued
pursuant to the resolution of the Board referred to above.
The Company has considered the Private Placement in light of the equal treatment
obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular
no. 2/2014 and is of the opinion that the waiver of the preferential rights
inherent in a private placement is considered necessary in the interest of time
and successful completion. Taking into consideration the time, costs and
expected terms of alternative methods of the securing the desired funding, as
well as the subsequent offering considered, the Board of Directors has concluded
that the conclusion of the Private Placement on acceptable terms at this time is
in the common interest of the shareholders of the Company.
For more information, please contact:
Trine Sæther Romuld, CFO & COO
Tel: + 47 991 63 632
E-mail: [email protected] (mailto:[email protected])
Håkon Husby, Head of IR
Tel: +47 936 30 449
Email: [email protected] (mailto:[email protected])
About SalMar
SalMar is one of the world's largest and most efficient producers of farmed
salmon. The Group has farming operations in Central Norway, Northern Norway and
Iceland, as well as substantial harvesting and secondary processing operations
in Norway, at InnovaMar in Frøya and Vikenco in Aukra. SalMar also owns 50 per
cent of the shares in Scottish Sea Farms Ltd.
See www.salmar.no (http://www.salmar.no). for more information about the
company.
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to Section 5-12 the Norwegian Securities Trading Act.
Important information:
The release is not for publication or distribution, in whole or in part directly
or indirectly, in or into Australia, Canada, Japan or the United States
(including its territories and possessions, any state of the United States and
the District of Columbia). This release is an announcement issued pursuant to
legal information obligations, and is subject of the disclosure requirements
pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued
for information purposes only, and does not constitute or form part of any offer
or solicitation to purchase or subscribe for securities, in the United States or
in any other jurisdiction. The securities mentioned herein have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended (the "US Securities Act"). The securities may not be offered or sold in
the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The Company does not intend to register
any portion of the offering of the securities in the United States or to conduct
a public offering of the securities in the United States. Copies of this
announcement are not being made and may not be distributed or sent into
Australia, Canada, Japan or the United States.
The issue, subscription or purchase of shares in the Company is subject to
specific legal or regulatory restrictions in certain jurisdictions. Neither the
Company nor the Managers assume any responsibility in the event there is a
violation by any person of such restrictions.
The distribution of this release may in certain jurisdictions be restricted by
law. Persons into whose possession this release comes should inform themselves
about and observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.
The Managers are acting for the Company and no one else in connection with the
Private Placement and will not be responsible to anyone other than the Company
providing the protections afforded to their respective clients or for providing
advice in relation to the Private Placement and/or any other matter referred to
in this release.
Forward-looking statements: This release and any materials distributed in
connection with this release may contain certain forward-looking statements. By
their nature, forward-looking statements involve risk and uncertainty because
they reflect the Company's current expectations and assumptions as to future
events and circumstances that may not prove accurate. A number of material
factors could cause actual results and developments to differ materially from
those expressed or implied by these forward-looking statements.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.