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Atlantic Sapphire

Share Issue/Capital Change May 7, 2019

3543_rns_2019-05-07_f6366499-a0b4-408f-879c-98b88e2242cd.html

Share Issue/Capital Change

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Atlantic Sapphire AS: Private placement successfully completed

Atlantic Sapphire AS: Private placement successfully completed

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER 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.

Atlantic Sapphire AS: Private placement successfully completed

(Oslo, 8 May 2019) Reference is made to the stock exchange release from Atlantic Sapphire AS ("Atlantic Sapphire" or the "Company") published on 7 May 2019 regarding a contemplated private placement.

The Company announces that it has raised approximately NOK 783 million (~USD 90 million) in gross proceeds through a private placement (the "Private Placement") of 8,464,864 new shares, at a price per share of NOK 92.50, which is approximately equal to the last closing price on 7 May 2019. The Private Placement, which was significantly oversubscribed, took place through an accelerated bookbuilding process managed by Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, acting as Joint Bookrunners (the "Managers") after close of markets on 7 May 2019.

The net proceeds of the Private Placement will be used for:

i) advancement of the US "phase 2a" build-out (~NOK 365 million),

ii) repayment of bridge loan ( ~NOK 113 million), and

iii) upgrades, cost-overruns and budget omissions (~NOK 130 million)

iv) higher US “phase 2a” equity share of financing and/or for other strategic investment opportunities (~ NOK 135 million)

The Board is of the opinion that the Private Placement complies with the equal treatment obligations under the Norwegian Securities Trading Act and Oslo Børs' Circular no. 2/2014, in particular due to the fact that (i) in the current market, a private placement had a larger possibility of success compared to a rights issue and, therefore, gives the Company timely access to the new capital at lower risk; and (ii) the cost of raising capital is assumed to be lower than in a rights issue since any discount is likely to be smaller and subscription guarantees are avoided. On this basis, and based on an assessment of the current equity markets, the Company's Board of Directors has considered the Private Placement to be in the common interest of the Company and its shareholders. As a consequence of the Private Placement structure, the shareholders' preferential rights were deviated from.

The new shares allocated in the Private Placement will be settled through a delivery versus payment transaction on a regular T+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on Merkur Market pursuant to a share lending agreement between DNB Markets, the Company and Alsco AS. The shares delivered to the investors will thus be tradable upon delivery. The Board of Directors has resolved to issue 8,464,864 new shares in the Private Placement pursuant to an authorization to increase the share capital, granted by the general meeting on 23 June 2017. Following registration of the new share capital pertaining to the Private Placement, the Company will have 71,276,100 shares outstanding, each with a par value of NOK 0.10.

Alsco AS, controlled by Johan E. Andreassen (CEO and Chairman) and Bjørn-Vegard Løvik (Director) subscribed for, and has been allocated, 10,453 shares in the Private Placement; Alexander Reus (board member) has been allocated 94,511 shares in the Private Placement; André Skarbø (board member), through controlled company ASInvest AS has been allocated 82,121 shares in the Private Placement; Vatne Equity AS, represented in the board by Henrik Krefting has been allocated 141,767 shares in the Private Placement; and other employees has been allocated 6,351 shares in the Private Placement.

For further information, please contact:

Johan E. Andreassen

Chairman, Atlantic Sapphire AS;

or Karl Øystein Øyehaug

Finance Director, Atlantic Sapphire AS

[email protected]

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 section 5 -12 of the Norwegian Securities Trading Act.

Important information: The release is not for publication or distribution, in whole or in part directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any state of the United States and the District of Columbia). This release is an announcement issued pursuant to legal information obligations, and is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act. It is issued for information purposes only, and does not constitute or form part of any offer or solicitation to purchase or subscribe for securities, in the United States or in any other jurisdiction. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The Company does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Copies of this announcement are not being made and may not be distributed or sent into Australia, Canada, Japan or the United States.

The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions. Neither the Company nor the Managers assumes any responsibility in the event there is a violation by any person of such restrictions.

The distribution of this release may in certain jurisdictions be restricted by law. Persons into whose possession this release comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Managers are acting for the Company and no one else in connection with the Private Placement and will not be responsible to anyone other than the Company providing the protections afforded to their respective clients or for providing advice in relation to the Private Placement and/or any other matter referred to in this release.

Forward-looking statements:

This release and any materials distributed in connection with this release may contain certain forward-looking statements. By their nature, forward-looking statements involve risk and uncertainty because they reflect the Company's current expectations and assumptions as to future events and circumstances that may not prove accurate. A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements.

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