Bakkafrost P/f

Share Issue/Capital Change • Sep 26, 2019

Bakkafrost - Private placement successfully completed

Bakkafrost - Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN

AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY

OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE

UNLAWFUL.

Oslo, 26 September 2019. P/F Bakkafrost (the "Company") announces that it has

raised approximately NOK 3,664 million in gross proceeds through a private

placement of 7,328,709 shares (the "Private Placement"). The Private Placement

was completed at a subscription price of NOK 500 per share, which was determined

through an accelerated book-building process.

The Company intends to use the net proceeds from the Private Placement to partly

finance its contemplated acquisition of 133,125,109 shares (68.6%) of the shares

in The Scottish Salmon Company plc ("SSC)" from Northern Link Ltd at a price of

NOK 28.25 per share, and a subsequent mandatory tender offer for the remaining

shares in SSC.

DNB Markets, a part of DNB Bank ASA, Goldman Sachs International and Nordea Bank

Abp, filial i Norge acted as joint bookrunners and managers (the "Managers") for

the Private Placement.

Notification of allotment of the new shares in the Private Placement and payment

instructions will be sent to the applicants through a notification from the

Managers.

The Offer Shares will, unless otherwise agreed with specific investors, be

settled with existing and unencumbered shares in the Company which are already

listed on Oslo Børs, pursuant to certain share lending agreements between DNB

Markets (on behalf of the Managers), the Company and certain shareholders, in

order to facilitate delivery of listed shares to investors on a standard T+2,

delivery versus payment basis. Delivery of the Offer Shares will take place on

or about 30 September 2019.

The issuance of 4,800,000 new shares has been resolved by the Company's board of

directors at a board meeting held on 25 September 2019 based on the

authorisation granted to the board of directors at the Company's annual general

meeting on 7 April 2017. The Company will convene an extraordinary general

meeting (the "EGM") to propose that the Board of Directors is authorized to

issue inter alia up to 2,442,903 shares for the purpose of settling share loans

in excess of the existing board authority and 2,442,903 shares to be delivered

to Northern Link as part of the consideration for the acquisition of the shares

in SSC (the "EGM Proposal"). The settlement of the Private Placement will not be

conditional upon or otherwise affected by the outcome of the EGM. If the EGM

does not approve the EGM Proposal the borrowing of up to 2,442,903 shares will

be settled in cash by way of proceeds from the Private Placement.

Following completion of the issuance of the 4,800,000 new shares, which is

expected to take place on or about 30 September 2019, the Company will have an

issued share capital of DKK 53,658,065, divided into 53,658,065 shares, each

with a nominal value of DKK 1. The Board of Directors will, during the next

days, consider whether or not it will propose to the Company's shareholders at

the extraordinary general meeting of the Company a subsequent offering of new

shares to shareholders who were not allocated shares in the Private Placement.

The following primary insiders were allocated shares in the Private Placement:

Regin Jacobsen was allocated 120,000 shares, following which he owns a total of

4,615,817 shares in the Company.

For further information, please contact:

Høgni Dahl Jakobsen

TLF: +298 23 50 60

e-mail: hodj@bakkafrost.com

Important Notices

This document is not an offer to sell or a solicitation of offers to purchase or

subscribe for shares. Copies of this document may not be sent to jurisdictions,

or distributed in or sent from jurisdictions, in which this is barred or

prohibited by law. The information contained herein shall not constitute an

offer to sell or the solicitation of an offer to buy, in any jurisdiction in

which such offer or solicitation would be unlawful absent registration, or an

exemption from registration or qualification under the securities laws of any

jurisdiction.

This document is not for publication or distribution in, directly or indirectly,

Australia, Canada, the Hong Kong Special Administrative Region of the People's

Republic of China, South Africa, New Zealand, Japan, the United States or any

other jurisdiction in which such release, publication or distribution would be

unlawful, and it does not constitute an offer or invitation to subscribe for or

purchase any securities in such countries or in any other jurisdiction. In

particular, the document and the information contained herein should not be

distributed or otherwise transmitted into the United States or to publications

with a general circulation in the United States of America.

This document is not an offer for sale of securities in the United States.

Securities may not be offered or sold in the United States absent registration

with the United States Securities and Exchange Commission or an exemption from

registration under the U.S. Securities Act of 1933, as amended (the "Securities

Act"). The Company does not intend to register any part of the offering in the

United States or to conduct a public offering in the United States of the shares

to which this document relates.

Any mandatory tender offer by the Company to SSC's shareholders may be

restricted by law in certain jurisdictions. In particular, SSC's shareholders

resident in the United States of America, its territories and possessions, any

state of the United States of America and the District of Columbia (the "United

States") may not be eligible to participate in any mandatory tender offer and

the mandatory tender offer may not be made, directly or indirectly, in or into

the United States.

To the extent that SSC's shareholders resident in the United States will be

included in any mandatory tender offer, such offer may be made to SSC's

shareholders resident in the United States in reliance on, and in compliance

with, Section 14(e) of the U.S. Securities Exchange Act of 1934, as amended (the

"Exchange Act"), and Regulation 14E thereunder, or an exemption therefrom. To

the extent Regulation 14E is applicable, the Company and/or its financial

advisors and their affiliates may acquire shares of SSC outside any mandatory

tender offer during the applicable offer period in accordance with applicable

law and regulations and the provisions of the exemption provided under Rule 14e

-5 under the Exchange Act, if available. Any of the purchases referred to in

this paragraph may occur either in the open market at prevailing prices or in

private transactions at negotiated prices. Information about such purchases will

be disclosed as and if required by applicable securities laws.

In any EEA Member State, this communication is only addressed to and directed at

qualified investors in that Member State within the meaning of the Prospectus

Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation").

In addition, in the United Kingdom, this document is not being distributed, nor

has it been approved for the purposes of Section 21 of the Financial Services

and Markets Act 2000 ("FSMA"), by a person authorised under FSMA and is directed

only at persons who (i) are outside the United Kingdom, (ii) are investment

professionals falling within Article 19(5) of the U.K. Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or

(iii) high net worth companies, and other persons to whom it may lawfully be

engaged with, falling within Article 49(2)(a) to (d) of the Order (all such

persons in (i), (ii) and (iii) above together being referred to as "relevant

persons"). Under no circumstances should persons who are not relevant persons

rely or act upon the contents of this announcement. Any investment or investment

activity to which this document relates in the United Kingdom is available only

to, and will be engaged only with, relevant persons.

The information contained in this document does not purport to be comprehensive.

None of the Managers, any of their respective subsidiary undertakings or

affiliates, or their respective directors, officers, employees, advisers or

agents accepts any responsibility or liability whatsoever for (whether in

contract, tort or otherwise) or makes any representation or warranty, express or

implied, as to the truth, accuracy or completeness of the information in this

document (or whether any information has been omitted from the document) or any

other information relating to the Company, its subsidiaries, affiliates or

associated companies, whether written, oral or in a visual or electronic form,

and howsoever transmitted or made available or for any loss howsoever arising

from any use of this document or its contents or otherwise arising in connection

therewith. The Managers disclaim any responsibility for any acts or omissions of

the Company, any of the directors, or any other person in connection with the

Private Placement.

The Managers are acting for the Company in connection with the Private Placement

and no one else and will not be responsible to anyone other than the Company for

providing the protections afforded to their respective clients or for providing

advice in relation to the Private Placement or any transaction or arrangement

referred to in this press release.

Solely for the purposes of the product governance requirements contained within:

(a) EU Directive 2014/65/EU on markets in financial instruments, as amended

("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)

2017/593 supplementing MiFID II; and (c) local implementing measures (together,

the "MiFID II Product Governance Requirements"), and disclaiming all and any

liability, whether arising in tort, contract or otherwise, which any

"manufacturer" (for the purposes of the MiFID II Product Governance

Requirements) may otherwise have with respect thereto, the securities described

in this press release have been subject to a product approval process, which has

determined that such securities are: (i) compatible with an end target market of

retail investors and investors who meet the criteria of professional clients and

eligible counterparties, each as defined in MiFID II; and (ii) eligible for

distribution through all distribution channels as are permitted by MiFID II (the

"Target Market Assessment"). Notwithstanding the Target Market Assessment,

distributors should note that: the price of the securities may decline and

investors could lose all or part of their investment; the securities offer no

guaranteed income and no capital protection; and an investment in the securities

is compatible only with investors who do not need a guaranteed income or capital

protection, who (either alone or in conjunction with an appropriate financial or

other adviser) are capable of evaluating the merits and risks of such an

investment and who have sufficient resources to be able to bear any losses that

may result therefrom. The Target Market Assessment is without prejudice to the

requirements of any contractual, legal or regulatory selling restrictions in

relation to the Transaction. Furthermore, it is noted that, notwithstanding the

Target Market Assessment, the Managers will only approach investors who meet the

criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment

in respect of the securities and determining appropriate distribution channels.

This document may include forward-looking statements. The words "believes",

"expects", "may", "will", "seek", "would", "could", "should", "shall", "risk",

"intends", "estimates", "aims", "plans", "predicts", "continues", "assumes",

"positioned" or "anticipates" and similar expressions (or their negative)

identify certain of these forward-looking statements. These forward-looking

statements are statements regarding the Company's intentions, beliefs or current

expectations concerning, among other things, the Company's results of

operations, financial condition, liquidity, prospects, growth, strategies and

the industry in which the Company operates. The forward-looking statements in

this document are based on numerous assumptions regarding the Company's present

and future business strategies and the environment in which the Company will

operate in the future. Forward-looking statements involve inherent known and

unknown risks, uncertainties and contingencies because they relate to events and

depend on circumstances that may or may not occur in the future and may cause

the actual results, performance or achievements of the Company to be materially

different from those expressed or implied by such forward looking statements.

Many of these risks and uncertainties relate to factors that are beyond the

Company's ability to control or estimate precisely, such as future market

conditions, currency fluctuations, the behaviour of other market participants,

the actions of regulators and other factors such as the Company's ability to

continue to obtain financing to meet its liquidity needs, changes in the

political, social and regulatory framework in which the Company operates or in

economic or technological trends or conditions. Past performance should not be

taken as an indication or guarantee of future results, and no redocument or

warranty, express or implied, is made regarding future performance. The Company

and each of the joint financial advisors expressly disclaim any obligation or

undertaking to release any updates or revisions to these forward-looking

statements to reflect any change in the Company's expectations with regard

thereto or any change in events, conditions or circumstances on which any

statement is based after the date of this document or to update or to keep

current any other information contained in this document. Accordingly, undue

reliance should not be placed on the forward-looking statements, which speak

only as of the date of this document.

This information is subject to a duty of disclosure pursuant to Section 5-12 of

the Norwegian Securities Trading Act.