Leroy Seafood Group — Capital/Financing Update 2016

Jun 2, 2016

Lerøy Seafood Group ASA : Extended stock exchange notice - Acquisition of shares in Havfisk ASA and Norway Seafoods Group AS

Lerøy Seafood Group ASA : Extended stock exchange notice - Acquisition of shares in Havfisk ASA and Norway Seafoods Group AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR

INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Bergen, 2 June 2016 - This notice is prepared and published in accordance with

section 3.4.1 and 3.4.2 of the Continuing Obligations of stock exchange listed

companies.

Lerøy Seafood Group ASA ("Lerøy" or the "Company") has today entered into an

agreement with Aker Capital AS and Aker Capital II AS to purchase 53,501,793

shares in Havfisk ASA ("Havfisk") and 62,293,254 shares in Norway Seafoods Group

AS ("Norway Seafoods"). Lerøy has also agreed to purchase an additional

1,026,632 shares in Havfisk from Fausken Invest AS. The purchases represent

64.4% and 73.6% of the total share capital in Havfisk and Norway Seafoods

respectively and comprise Aker Capital AS', Aker Capital II AS' and Fausken

Invest AS' entire shareholdings in the companies. The transaction agreement is

subject to financing and customary conditions and approvals.

These purchases will significantly strengthen Lerøy's position within the

European white fish segment and secure ownership and access to more than

100,000 tons of white fish raw material. Through Lerøy's well-established

integrated value chain for salmonids, there is a considerable potential to

create value by further developing the market for white fish and by creating the

leading fresh/refreshed seafood supplier with a complete palette of seafood

products.

Lerøy has agreed upon a purchase price of NOK 36.50 per share of Havfisk and NOK

1.00 per share of Norway Seafoods. The purchase price for the shares shall be

paid in cash after necessary regulatory approvals are received.

Completion of the transactions is subject to approvals from the Norwegian

Ministry of Trade, Industry and Fisheries and relevant competition authorities.

When the transactions are completed, Lerøy must remain majority owner in Havfisk

under existing exemptions from Norwegian regulations related to ownership of

trawler licenses / catch quotas. The completion date of the transactions will be

dependent on the necessary regulatory approvals.

Completion of the purchase will trigger a mandatory offer for the remaining

shares in Havfisk ASA at NOK 36.50 per share. Provided completion of the

transaction, Lerøy also intends to make an offer for the remaining shares in

Norway Seafoods Group AS at NOK 1.00 per share.

The total combined consideration for 100% of the shares in both companies will

be NOK 3.2 billion.

As part of financing the acquisitions, Lerøy is contemplating a private

placement of 4,000,000 to 5,000,000 new shares (7.3 - 9.2% of total share

capital) and up to 300,000 own shares (see the separate stock exchange notice

released by the Company today). Additional financing for the transaction is

contemplated through existing financing and new debt.

About Havfisk and Norway Seafoods

Havfisk is the largest trawler company in Norway with ~11% of the total

Norwegian white fish quota. Annual catches are around 60,000 MT head off gutted

weight. In 2015, the company had a total catch of 58,200 MT, including 28,900 MT

of cod, 7,900 MT of haddock and 9,100 MT of saithe. Havfisk has a highly modern

fleet of 9 trawler vessels (plus one newbuild under construction). All volumes

are headed and gutted onboard. In 2015, Havfisk had a total turnover of NOK

1,131 million.

Norway Seafoods is one of Europe's largest processing, sales and distribution

companies for white fish. Norway Seafoods has Norway's largest white fish

sourcing network, with 13 stations along the coast of Northern Norway. In total,

the company is handling more than 70,000 MT round fish equivalents of white

fish, purchased from more than 600 vessels. Norway Seafoods has 9 primary

processing facilities (8 in Norway and 1 in Denmark) and 3 secondary production

facilities (2 in Norway, 1 in Denmark). In 2015, the company had a total

turnover of NOK 1,979 million.

A clear strategic rationale

Lerøy is today one of the largest seafood suppliers to the European retail

market, with a wide distribution network. Lerøy is already a supplier of a range

of seafood species and the Company has been one of the driving forces behind the

product development seen in the fresh salmon segment.

The downstream market for white fish is considerably underdeveloped compared to

salmon. The combined companies are ideally positioned to develop this market and

by that increase the value of white fish. In order to be able to take this

position, ownership and access to the raw material is a key factor, and the more

than 100,000 MT of white fish that Havfisk and Norway Seafoods are adding to

Lerøy is hence an attractive asset.

"The combination of Lerøy, Havfisk and Norway Seafoods will fulfill Lerøy's long

term strategic ambition to be a fully integrated seafood supplier not only in

salmonids, but also within the important white fish species. Being able to offer

a secured delivery of red and white fish is attractive to retailers and will put

Lerøy in a unique position", says Helge Singelstad, Chairman of the Board in

Lerøy.

"This strategic step puts Lerøy in a position to continue its long term

development toward the company's vision of becoming one of the world's most

profitable global suppliers of sustainable, quality seafood", Helge Singelstad

continues.

"The most important trends in the global seafood market are product development

for convenience, traceability, cost efficiency through the value chain,

credibility and continuity in supply and quality. Getting ownership and access

to more than 100,000 MT of white fish puts Lerøy in a unique position to become

a true "full fledge" supplier of fresh/refreshed seafood products", says Henning

Beltestad, Chief Executive Officer in Lerøy.

"I am fully committed, and looking forward to start working together with

management and employees in Havfisk and Norway Seafoods," Henning Beltestad

continues.

Considerable synergy potential

In the near term, there is a clear synergy potential and economies of scale by

integrating Norway Seafoods primary processing and sourcing network into Lerøy's

end market "fish-cuts" and sales and distribution organization.

In the medium term there is a clear potential in creating values through

increased demand for white fish.

- "We are confident that we will be in position to further strengthen the value

of white fish, and create significant values through these acquisitions",

concludes Henning Beltestad.

For further information about the acquisition, please see the investor

presentation dated 2 June 2016.

For further information, please contact:

Helge Singelstad, COB, +47 916 61 001

Henning Beltestad, CEO, +47 911 43 545

Sjur S. Malm, CFO, + 47 417 72 020

Additional information about Havfisk ASA and Norway Seafoods Group AS

Havfisk

Financial information

Havfisk ASA (NOKm) 2013 2014 2015   Q1 '15 Q1 '16

-------------------------------------------------------------------------------

Operating revenues 779 1 049 1 131   247 270

EBITDA 211 299 403   90 95

EBITDA margin 27.1% 28.5% 35.6%   36.4% 35.2%

EBIT 106 169 279   59 65

EBIT margin 13.6% 16.1% 24.7%   23.8% 24.1%

Cash flow from operations 143 245 278   6 28

Cash flow from investing (495) (184) (50)   (10) 10

NIBD* 997 925 766   929 733

Total assets 2 498 2 504 2 595   2 532 2 611

* Net Interest Bearing Debt includes assets related to Norway Seafoods

subordinated loan (NOK 142m at year end 2015) and financial leasing (NOK 67m

at year end 2015). Total outstanding balance to Norway Seafoods at Q1 2016 of

NOK 208m

Not included in the balance sheet, but financed with Havfisk's core banks, is

Havfisk ASA's newbuild under construction, which has expected delivery in 2018

and a contract value of approximately NOK 325 million.

The board of directors of Havfisk comprises chairman Frank O. Reite, the

shareholder elected board members Øystein Sandvik, Ola Snøve, Kari Mette Ski,

Kristin Krohn Devold and deputy board member Bjarne Kristiansen. In addition,

Erlend Hanssen, Ottar Signor Johnsen and André Steffensen serve as employee

representatives on the board of directors. Webjørn Barstad is the CEO of

Havfisk, while Eldar Kåre Farstad is the Chief Financial Officer and Ari Theodor

Josefsson is the Chief Operational Officer. In total 381 people are employed by

Havfisk and its subsidiaries as of year-end 2015.

Norway Seafoods Group AS

Financial figures

Norway Seafoods Group AS

(NOKm) 2013 2014 2015   Q1 '15 Q1 '16

-------------------------------------------------------------------------------

Operating revenues 1 657 1 694 1 979   570 651

EBITDA (10) 4 (9)   20 20

EBITDA margin -0.6% 0.2% -0.5%   3.5% 3.1%

EBIT (43) (34) (18)   14 14

EBIT margin -2.6% -2.0% -0.9%   2.5% 2.2%

Cash flow from operations 15 (14) (24)   (73) (83)

Cash flow from investing (14) (19) (10)   (7) (4)

NIBD* 252 296 335   374 432

Total assets 716 617 586   729 770

* Net Interest Bearing Debt includes subordinated debt and financial leasing

to Havfisk ASA

The board of directors of Norway Seafoods comprises chairman Bjarne Borgersen,

deputy chairman Niclas Ljungblom and the shareholder elected board members Ørjan

Robertsen, Berit Vardenær Hertz, Sylvia Brustad, Kjell Stokbakken and Bjarne

Kristiansen. In addition, John-Ove Aspnes and Nina Hansen serve as employee

representatives on the board of directors. Thomas H. Farstad is the CEO of

Norway Seafoods, while Anna Nord Bjercke is the Chief Financial Officer. In

total 730 people are employed by Norway Seafoods and its subsidiaries as of

year-end 2015.

Agreements with directors and executive management in connection with the

purchase

Lerøy has not entered into any agreement for the benefit of directors or

executive management in Lerøy, Havfisk or Norway Seafoods in relation to the

acquisitions.

About Lerøy Seafood Group ASA:

Lerøy Seafood Group is the leading exporter of seafood from Norway and is in the

business of meeting the demand for food and culinary experiences in Norway and

internationally by supplying seafood products through selected distributors to

producers, institutional households and consumers. The group's core activities

are distribution, sale and marketing of seafood, processing of seafood,

production of salmon, trout and other species, as well as product development.

The group operates through a number of subsidiaries predominantly in Europe, and

through a network of sales offices that ensure its presence in the most

important markets. The group's task is to satisfy the customer's requirements

for cost-effective and continuous supplies of a wide range of high-quality

seafood products.

Lerøy Seafood Group's vision is to be the leading and most profitable global

supplier of sustainable, quality seafood.

This information is subject of the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

[HUG#2017605]