Investor Presentation • Jun 3, 2021
Investor Presentation
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Company Update Equity Funding of Phase 2 Construction of the Miami Bluehouse
3 rd of June 2021
This presentation (the "Presentation") has been produced by Atlantic Sapphire ASA (the "Company") exclusively for information purposes. This Presentation has not been approved, reviewed or registered with any public authority or stock exchange. This Presentation is not a prospectus and does not contain the same level of information as a prospectus. This Presentation is strictly confidential and may not be disclosed, in whole or in part, or summarized or otherwise reproduced, distributed or referred to, in whole or in part, without prior written consent of the Company. To the best of the knowledge of the Company and its Board of Directors, the information contained in this Presentation is in all material respect in accordance with the facts as of the date hereof, and contains no material omissions likely to affect its import.
This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates or intends to operate. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or any of its subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation to update any forward-looking statements or to conform these forward-looking statements to our actual results. Furthermore, information about past performance given in this Presentation is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein, and, accordingly, neither the Company nor any of its parent or subsidiary undertakings or any such person's officers or employees accepts any liability whatsoever arising directly or indirectly from the use of this document. Actual experience may differ, and those differences can be material.
By reviewing this Presentation you acknowledge that you will be solely responsible for your own assessment of the market and the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the businesses of the Company. This Presentation must be read in conjunction with the recent financial reports of the Company and the disclosures therein, as well as other public disclosures made by the Company. The distribution of this Presentation may in certain jurisdictions be restricted by law. Persons in possession of this Presentation 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 Presentation in any country or jurisdiction where specific action for that purpose is required.
This Presentation does not in itself constitute an offer to sell or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of an offer to buy or subscribe for, any shares or other securities in any jurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company.
This Presentation must be read in conjunction with the stock exchange release to which it is attached.
By reviewing this Presentation, you agree to be bound by the foregoing limitations.
This Presentation speaks as of June 3, 2021. Neither the delivery of this Presentation nor any further discussions of the Company with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation shall be governed by Norwegian law, and any disputes relating to hereto is subject to the sole and exclusive jurisdiction of Norwegian courts, with Oslo District Court as legal venue.
| US Q1 2021 challenges | Why it's important | What's been the Q1 impact | When it will be fixed |
Current status | |||
|---|---|---|---|---|---|---|---|
| New center drain (design weakness) |
Avoids clogging of tanks; ensures stable flow of new water into tanks even in case of elevated mortality. |
Resulted in March 23 mortality event, because the new drains had not yet been installed |
Q2 2021 | On track: New center drains installed in half of the tanks |
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| Splitting of grow-out systems |
Risk mitigation; reduce financial impact of incidents |
Higher financial impact of March 23 mortality event |
Q2 2021 | On track: One system left to split |
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| Internal chiller plant breakdown |
Temperature stability and cost of cooling | Temporary temperature instability and rental chillers and generators add short term cost |
Electrified by Q2 2021, cutting chilling cost |
On track to electrify remaining chillers |
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| Drum filter area, ozone and protein skimmers not fully commissioned |
Water quality optimization tools necessary to reach budgeted feeding |
Reduced Q1 2021 feeding and growth, poor drum sump design triggered March 23 incident |
Q2 2021 | Completed | |||
| Batch 1 maturation | Reduced growth, high FCR and lower price achievement |
Low biological performance and price achievement in Q4(20) & Q1(21) |
Currently, normal maturation for Batch 2 |
Completed: Low maturation in batch 2 |
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| On Track To Get Back To Target JEA Index |
| Issuer | ▪ Atlantic Sapphire ASA ("Atlantic Sapphire" or the "Company") |
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|---|---|---|---|---|
| The Private Placement | ▪ Private placement to raise the NOK equivalent of up to USD 120 million from the issuance of new ordinary shares in the Company (the "Offer Shares") |
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| Offer price | ▪ To be determined through an accelerated bookbuilding process. |
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| Use of proceeds | The net proceeds of the Private Placement will be used for: ▪ Partly finance Phase 2 construction anticipated to commence in Q2 2021 ▪ Acceleration of further expansion ("Grand Master Plan"). Initial, long lead investments and construction of centralized infrastructure such as power and chiller plant that will benefit subsequent buildouts ▪ General corporate purposes |
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| Pre-commitments from primary insiders |
Primary insiders The following primary insiders and key employees have pre-committed to subscribe for Offer Shares in the Private Placement: ▪ Andre Skarbø, a member of the board, has pre-committed to subscribe for NOK 5 million ▪ Tone Bjørnov, a member of the board, has pre-committed to subscribe for 2,000 shares |
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| Lock-up | Customary lock-up agreement expected with the following individuals and their related companies: ▪ Johan E. Andreassen: 180 days ▪ Other selected key management: 180 days ▪ Board members: 90 days ▪ The Company: 180 days |
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| Selling restrictions | ▪ Institutional and professional investors in Norway and internationally, subject to applicable exemptions from the relevant registration, filing and prospectus requirements ▪ In the United States, to QIBs as defined in Rule 144a of the U.S. Securities Trading Act |
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| Allocation criteria | ▪ Allocation will be based on criteria such as (but not limited to), existing ownership in the Company, timeliness of the application, price leadership, relative order size, sector knowledge, investment history, perceived investor quality and investment horizon. There is no guarantee that any potential investor will be allocated shares |
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| Managers | ▪ Arctic Securities AS, BofA Securities Europe SA and DNB Markets, a part of DNB Bank ASA are acting as joint bookrunners (together, the "Managers") |
▪ Contemplated equity issuance of up to 120 USDm, with use of proceeds to partly fund phase 2 construction of the Miami Bluehouse
| Sources | USDm | Uses | USDm |
|---|---|---|---|
| Private Placement | 120 | Phase 2 capex | 210 |
| Committed debt | 52 | "Grand Master Plan" capex | 15 |
| Uncommitted accordion debt | 98 | General corporate purposes and working capital |
52 |
| Q1 cash on balance sheet1 |
7 | ||
| SUM | 277 | SUM | 277 |
7
1RCF was undrawn as of end of Q1 2021
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