Board/Management Information • Apr 7, 2020
Board/Management Information
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Atlantic Sapphire AS: Notice of EGM - Proposed conversion to public limited liability company - Change of Managing Director
Miami, Florida, April 7th, 2020
Reference is made to the announcement made on March 18, 2020, in which the Oslo Stock Exchange confirmed receipt of the Atlantic Sapphire AS listing application for trading on Oslo Børs. It is a requirement that Norwegian companies listed on the Oslo Børs are public limited liability companies, and the Board of Directors has therefore resolved to call for an extraordinary general meeting in which it proposes to (i) convert the Company to a public limited liability company, (ii) change the composition of the Board of Directors, (iii) establish a Nomination Committee, (iv) amend certain provisions in the Articles of Association, and (v) grant an authorization to the Board of Directors to raise convertible debt.
The general meeting will be held on 16 April 2020 at 17.00 CET in the U.S. offices of the Company at 801 Brickell Avenue, Suite 510, Miami, Florida 33131, USA. The notice for the extraordinary general meeting is enclosed hereto and will also be distributed to shareholders.
The Board of Directors proposes to the general meeting that Tone Bjørnov and Ellen Marie Sætre are elected as new members of the Board of Directors, and that Bjørn-Vegard Løvik and Peter Skou will resign as members of the Board of Directors.
The Board of Directors sees it as crucial for the continued successful development of the Company and the execution of the Company's business plan, that Johan E. Andreassen remains the Chairman of the Board. As a consequence of the proposed conversion to a public limited liability company, Mr. Andreassen may no longer continue to hold the position as Managing Director. Karl Øystein Øyehaug, who has been with the Company since 2018 as part of the management group in the position as Finance Director in Atlantic Sapphire USA LLC, has therefore been elected to take the position as Managing Director of the Group’s holding company. Mr. Øyehaug will continue in his role as Finance Director and be based in Miami. Johan E. Andreassen will continue to hold the position as CEO of Atlantic Sapphire USA LLC, the US subsidiary, which is the main operating company in Atlantic Sapphire.
Further to the March 13 announcement that the Company has signed a Committed Term Sheet with DNB for a USD210 million refinancing and establishment of a new credit facility, DNB has requested that the Board of the Company shall be authorized to issue convertible bonds for an amount of up to USD 150 million. This is a condition precedent for borrowing under the new, improved facility and a covenant throughout the life of the facility. The actual issuance of a convertible bond and its terms shall be determined by the Board at its sole discretion and is one of several tools to optimize the Company's capital structure.
These changes are subject to approval by the shareholders and the listing application being approved by the Oslo Stock Exchange, and will take effect at the time of conversion to a public limited liability company.
Johan E. Andreassen, Chairman of Atlantic Sapphire AS, commented: “A listing on the main list of the Oslo Stock Exchange is another positive step for the Company. We are confident that the changes we are making will provide maximum continuity and competence in the Board and management of Atlantic Sapphire. This is in line with feedback from the board and key shareholders of maintaining my strategic and operational role delivering performance in the US and Denmark. We’re proud to start harvesting American-produced, healthy and sustainable salmon in the third quarter of 2020, eliminating air freight of a protein that is today primarily imported into the US from other continents.”
For further information, please contact:
Johan E. Andreassen
Chairman, Atlantic Sapphire AS;
or Karl Øystein Øyehaug
Finance Director, Atlantic Sapphire AS
About Atlantic Sapphire AS
Atlantic Sapphire is pioneering BluehouseTM (land-raised) salmon farming, locally, and transforming protein production, globally. Atlantic Sapphire has been operating its innovation center in Langsand, Denmark since 2011 with a strong focus on R&D and innovation to equip the company with technology and procedures that enables the company to commercially scale up production in end markets close to the consumer.
In the US, the company has since 2010 worked to identify and permit the ideal location for BluehouseTM farming in Miami, Florida. The company is well underway with construction of its phase 1 build out which is projected to harvest approximately 10,000 tons of salmon annually, beginning in Q3, 2020. The company has also secured the key US water permits to produce up to 90,000 tons onsite, annually.
This information is subject to the disclosure requirements pursuant to the Continuing Obligations for companies listed on the Merkur Market.
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