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RNS - Kalera AS: Private placement successfully completed

Company: Kalera S.A. Date: 2020-10-26 Language: Norwegian Register to download
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 Kalera AS: Private placement successfully completed

# Kalera AS: 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.  

  

Kalera AS: Private placement successfully completed  

  

Oslo, 26 October 2020. Reference is made to the press release from Kalera AS (“Kalera” or the “Company”), (NOTC: KALERA, Bloomberg: KALERA or KSLLF) published on 21 October 2020 regarding a contemplated private placement (the “Private Placement”) and a subsequent listing on Merkur Market (the “Listing”).  

  

Kalera is pleased to announce that the Private Placement has been successfully completed with a total transaction size of NOK 930 million (equivalent to approx. USD 100 million) through the allocation of 31,000,000 shares in the Company at a price of NOK 30.00 per share. The net proceeds from the Private Placement will be used to finance the construction of new facilities as part of the Company's roll-out plan for 2021 as well as for general corporate purposes. The Private Placement included participation from Nordic, Continental European, UK, US and Australian institutional investors. This Private Placement comes in addition to about USD 60 million equity raised by Kalera earlier in 2020.  

  

"It has been a rewarding several weeks meeting with investors, and we are excited about the interest for Kalera in the capital market and about our runway for continued expansion. We are quickly becoming an industry-leading company in indoor vertical farming, with an ability to deliver fresh, locally grown greens, nationally in the US. Today, we have two facilities in Orlando, and in 2021 we are going to open Atlanta, Houston and Denver. The new capital we have raised will enable us to realize our growth plan, where we have international ambitions," says Daniel Malechuk, CEO of Kalera.  

  

The Private Placement consisted of 27,900,000 new shares (the “New Shares”) and an over-allotment of 3,100,000 additional shares (the “Additional Shares”), representing 10% of the shares allocated in the Private Placement. The Additional Shares will be settled by existing shares borrowed from Convexa AS, a company owned by the Chairman of the Board of Directors of the Company (the "Board"). The Company has granted Arctic Securities AS, acting as stabilisation manager on behalf of the Managers, an option to purchase, at a price of NOK 30.00 per share, a number of new shares equal to the number of Additional Shares to cover any short positions resulting from the over-allotment of the Additional Shares. The stabilisation manager may, in a period of 30 days from the first day of listing and in accordance with the principles of the EC Commission Regulation 2273/2003, close out such short position by buying shares in the open market with a view to supporting the market price of the shares. Net profits from any such stabilisation activities will be to the benefit of the Company.  

  

The Company has agreed to a customary lock-up arrangement with the Managers (as defined below) that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 90 days from the Listing.  

  

The issuance of the New Shares will be resolved by the Board when the authorization to increase the Company's share capital granted to the Board at the extraordinary general meeting held on 23 October 2020 has been registered in the Norwegian Register of Business Enterprises, which is expected to take place on or about 26 October 2020.  

  

Allocation to investors will be communicated on or about 26 October 2020. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 28 October 2020 following registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Registry of Business Enterprises and the issuance of the New Shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.  

  

The Company has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be on or about 28 October 2020 under the ticker code KAL-ME.  

  

Advisors:  

  

ABG Sundal Collier ASA and Arctic Securities AS (together the “Managers”) are acting as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Bank of America Merrill Lynch International is acting as financial advisor to the Company.  

  

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company, while Advokatfirmaet Schjødt AS is acting as legal advisor to the Managers.  

  

For more information, please contact:  

  

Bjørge Gretland, Chairman  

Phone: +47 92 60 98 10  

Email: bgretland@kalera.com  

  

Daniel Malechuk, CEO  

Phone: +1 407 574 2382  

Email: dmalechuk@kalera.com  

  

Media contacts:  

ASC Advisors  

Steve Bruce / Taylor Ingraham  

sbruce@ascadvisors.com / tingraham@ascadvisors.com  

+1 203 992 1230  

  

Kalera in brief:  

  

Kalera (NOTC: KALERA, Bloomberg: KALERA or KSLLF) is a technology driven vertical farming company with unique growing methods combining optimized nutrients and light recipes, precise environmental controls, and clean room standards to produce safe, highly nutritious, pesticide-free, non-GMO vegetables with consistent high quality and longer shelf life year-round. Kalera's high-yield, automated, data-driven hydroponic production facilities have been designed for rapid rollout with industry-leading payback times to grow vegetables faster, cleaner, at a lower cost, and with less environmental impact.  

  

With strong unit economics based on efficient CapEx utilization, Kalera has developed disruptive technologies resulting in industry leading yields per square foot that are more than 300 times that of traditional farming — all while using less than 5% of water than a traditional farm. Due to high food safety standards, Kalera’s operating vertical farms have Harmonized GAP Plus food safety certifications. Furthermore, Kalera has developed rapid buildout, installation and roll-out capabilities.  

  

Kalera is rapidly executing on a US domestic and international expansion plan to grow fresh, clean and nutritious leafy greens in close proximity to urban centers. Kalera currently operates two growing facilities in Orlando, which provide hyper-local, always-in-season leafy greens at the peak of freshness to the area’s top retailers, leading foodservice distributors, resorts and restaurants, hospitality groups, and theme parks. Kalera is currently constructing facilities in Atlanta, Houston and Denver, expected to open in 2021.  

  

As Kalera accelerates its growth over the next few years and executes its vision to become a global leader in vertical farming for leafy greens, it will continue to open additional facilities, expanding production capacity throughout the US and internationally. Further information about the company may be found at www.kalera.com and www.kalera.com/investor along with an introductory Kalera film: www.youtube.com/watch?v=2Crpph9w0hE  

  

Important notice:  

  

This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.  

  

The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under  

the Securities Act.  

  

In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.  

  

This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.  

  

Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.  

  

The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.  

  

Neither the Manager nor any of their affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.  

  

This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manages nor any of its affiliates accepts any liability arising from the use of this announcement.  

  

The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.