Bakkafrost P/f

Share Issue/Capital Change • Sep 25, 2019

Bakkafrost launches a private placement of new shares

Bakkafrost launches a private placement of new shares

Oslo, 25 September 2019, P/F Bakkafrost (the "Company") is contemplating a

private placement of up to 7,328,709 new shares (the "Offer Shares"),

corresponding to approximately 15% of the outstanding shares in the Company (the

"Private Placement").

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 at a price of NOK

28.25 per share (the "Acquisition"), and a potential subsequent mandatory tender

offer for the remaining shares in SSC. Reference is made to the separate press

release from the Company with respect to the Acquisition, also announced today.

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

Abp, filial i Norge have been retained as joint bookrunners and managers (the

"Managers") for the Private Placement.

The Private Placement will be structured as a private placement directed towards

Norwegian and international investors, subject to and in compliance with

applicable exemptions from relevant registration, filing and prospectus

requirements. The minimum order in the Private Placement has been set to the NOK

equivalent of EUR 100,000. The Company may at its sole discretion allocate an

amount below EUR 100,000 to the extent permitted by applicable exemptions from

the prospectus requirements.

The subscription price will be determined through an accelerated bookbuilding

process.

The application period for the Private Placement will commence today, 25

September 2019, post market close and close on 26 September 2019 at 08:00 CET.

The Company, in consultation with the Managers, may at its discretion extend or

shorten the application period at any time and for any reason. If the

application period is shortened or extended, any other dates referred to herein

may be amended accordingly.

Regin Jacobsen, CEO of Bakkafrost, has pre-subscribed for NOK 50 million and

will be granted full allocation of his subscription, subject to the

extraordinary general meeting as further described below.

Allocation of the Offer Shares will be made by the Company's board of directors

at its sole discretion, following advice from the Managers.

The Board of Directors holds an authority to issue up to 4,800,000 new shares

and will use this authorization to issue new shares to settle the borrowing of

4,800,000 shares used as part of the settlement of the Private Placement. In

addition, the Company will sell 85,806 shares from its existing holding of

treasury shares. 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 the remainder of the share

lending 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.

The board of directors of the Company has considered alternative structures for

the raising of new equity. Following careful considerations, the board of

directors has decided to structure the capital raising as a private placement

since the efficiency of the structure will allow the Company to pursue the

Acquisition of the SSC shares and the potential subsequent mandatory offer. The

board of directors therefore considers a private placement to be in the best

interests of the Company and its shareholders. Accordingly, the pre-emption

rights of the existing shareholders will be disapplied.

The Offer Shares will be settled with existing and unencumbered shares in the

Company which are already listed on Oslo Børs, pursuant to (i) a share lending

agreement between DNB Markets (on behalf of the Managers), the Company and (ii)

the share lending agreement with Regin Jacobsen as described above, 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 Company has agreed with the Managers not to undertake any further issue or

sale of shares or securities convertible into such shares for a period of 180

days following settlement of the Private Placement, subject to customary

exceptions, except for any subsequent offerings as further described herein.

Certain shareholders of the Company, Regin Jacobsen, Oddvør Jacobsen, Rógvi

Jacobsen and Annika Fredriksberg, have agreed to lock-up arrangements with

respect to their shares for a period of 180 days following settlement of the

Private Placement, subject to customary exceptions and except for the settlement

of the share lending arrangements with any such shareholders as described above.

Northern Link has also agreed to lock-up arrangements with respect to the shares

it will receive as a result of the directed share issue described above for a

period of 180 days following settlement of the Private Placement, subject to

customary exceptions.

The Company will announce the final number of Offer Shares placed and the final

subscription price in the Private Placement in a stock exchange announcement

expected to be published before opening of trading on Oslo Børs tomorrow, 26

September 2019. Completion of the Private Placement is subject to final approval

by the Company's board of directors.

Subject to completion of the Private Placement, the Board of Directors will

consider proposing to the Company's shareholders at the extraordinary general

meeting of the Company a subsequent offering of new shares to shareholders who

are not allocated shares in the Private Placement. Additional information will

be provided in due course if a decision is made to propose a subsequent

offering.

In case shareholders do not approve the issue of additional shares, the Company

will use [an additional bank facility] to settle the share loan in cash and

Northern Link will receive a cash consideration for an amount equivalent to the

5% share issuance they would have otherwise received, as further described in

the separate press release from the Company with respect to the Acquisition,

also announced today.

For further information, please contact:

Regin Jacobsen, CEO of P/F Bakkafrost: +298 23 50 01 (mobile)

Høgni Dahl Jakobsen, CFO of P/F Bakkafrost: +298 23 50 60 (mobile)

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.