Masoval AS — Share Issue/Capital Change 2021

Nov 24, 2021

Måsøval AS - Private placement successfully completed

Måsøval AS - Private placement successfully completed

24.11.2021 23:00:01 CET | Måsøval AS | Total number of voting rights and capital

Reference is made to the stock exchange announcement by Måsøval AS (Euronext

Growth Oslo ticker: MAS) ("MAS" or the "Company") on 24 November 2021 regarding

the contemplated private placement of new shares (the "Offer Shares") of up to

NOK 400 million (the "Private Placement"). The Company hereby announces that it

has allocated 9,828,010 new shares in the Private Placement at a subscription

price of NOK 40.7 per share, raising gross proceeds of approximately NOK 400

million. DNB Markets, a part of DNB Bank ASA is acting as global coordinator and

joint bookrunner ("DNB Markets", the "Global Coordinator") and Carnegie AS is

acting as joint bookrunner (together with the Global Coordinator, the

"Managers") in connection with the Private Placement.

The net proceeds of the Private Placement will, together with the 4,761,904

consideration shares to be issued to Vartdal Invest AS (the "Consideration

Shares"), be used for equity financing of the previously announced acquisition

of Vartdal Gruppen and for general corporate purposes. In the unlikely event of

a non-completion of the Vartdal Gruppen transaction, the net proceeds from the

Private Placement will be used on other growth initiatives and general corporate

purposes.

Notification of allotment of the Offer Shares including settlement instructions

will be sent to the applicants through a notification from the Managers on 25

November 2021.

The Offer Shares allocated in the Private Placement are expected to be settled

through a delivery versus payment transaction by delivery of existing and

unencumbered shares in the Company that are already listed on Euronext Growth

Oslo, pursuant to a share lending agreement between the Company, Måsøval Eiendom

AS and DNB Markets. The Offer Shares will thus be tradable from allocation. DNB

Markets will settle the share loan with new shares in the Company to be issued

by resolutions of the extraordinary general meeting to be held on or about 20

December 2021 (the "EGM"). If the EGM does not resolve to issue new shares, the

redelivery of the borrowed shares will instead be settled in cash by way of

transfer to Måsøval Eiendom AS of the net proceeds from the sale of the borrowed

shares. The Company will in that case not receive any proceeds from the Private

Placement. Måsøval Eiendom AS and investors who apply to subscribe for Offer

Shares in the Private Placement will undertake to vote in favour of the issue of

new shares at the EGM and also the issue of the Consideration Shares.

The Company has considered the Private Placement in light of the requirements in

the Norwegian Private Limited Companies Act on equal treatment of shareholders

and the prohibition against giving anyone an unreasonable advantage at the

Company's or the shareholders' expense, the rules on equal treatment obligations

under the Norwegian Securities Trading Act, the rules on equal treatment under

Euronext Growth Rule Book II section 3.1 and the Oslo Stock Exchange's

Guidelines on the rule of equal treatment, and the Board of Directors is of the

opinion that the contemplated transaction is in compliance with these

requirements and guidelines. Taking into consideration the time, costs and

expected terms of alternative methods of the securing the desired funding, the

Board of Directors has concluded that offering new shares in a private placement

on acceptable terms at this time is in the common interest of the shareholders

of the Company. The Company will not conduct a subsequent repair offering.

Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in

connection with the Private Placement.

For additional information, please contact:

Asle Rønning, Chief Executive Officer

Email: asle.ronning@masoval.no

Phone: +47 918 09 043

Gunnar Aftret, Chief Financial Officer

Email: gunnar@masoval.no

Phone: +47 913 77 389

About Måsøval AS

Måsøval is an integrated producer of Atlantic salmon with more than 50 years of

operational experience. Located in Central Norway in the region west of

Trondheim, Måsøval has both significant farming operations at sea and inhouse

smolt production. Through its majority ownership in the processing and

distribution company Pure Norwegian Seafood AS, Måsøval is processing and

exporting high quality Atlantic salmon to a global marketplace.

Important Notices

This announcement is not and does not form a part of any offer to sell, or a

solicitation of an offer to purchase, any securities of the Company. The

distribution of this announcement and other information may be restricted by law

in certain jurisdictions. Copies of this announcement are not being made and may

not be distributed or sent into any jurisdiction in which such distribution

would be unlawful or would require registration or other measures. Persons into

whose possession this announcement or such other information should come are

required to inform themselves about and to observe any such restrictions.

The securities referred to in this announcement have not been and will not be

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

Act"), and accordingly may not be offered or sold in the United States absent

registration or an applicable exemption from the registration requirements of

the Securities Act and in accordance with applicable U.S. state securities laws.

The Company does not intend to register any part of the offering or their

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

the United States. Any sale in the United States of the securities mentioned in

this announcement will be made solely to "qualified institutional buyers" as

defined in Rule 144A under the Securities Act.

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

directed at qualified investors in that Member State within the meaning of the

Prospectus Regulation, i.e., only to investors who can receive the offer without

an approved prospectus in such EEA Member State. The expression "Prospectus

Regulation" means Regulation 2017/1129 as amended together with any applicable

implementing measures in any Member State.

This communication is only being distributed to and is only directed at persons

in the United Kingdom that are (i) investment professionals falling within

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities,

and other persons to whom this announcement may lawfully be communicated,

falling within Article 49(2)(a) to (d) of the Order (all such persons together

being referred to as "relevant persons"). This communication must not be acted

on or relied on by persons who are not relevant persons. Any investment or

investment activity to which this communication relates is available only for

relevant persons and will be engaged in only with relevant persons. Persons

distributing this communication must satisfy themselves that it is lawful to do

so.

Matters discussed in this announcement may constitute forward-looking

statements. Forward-looking statements are statements that are not historical

facts and may be identified by words such as "believe", "expect", "anticipate",

"strategy", "intends", "estimate", "will", "may", "continue", "should" and

similar expressions. The forward-looking statements in this release are based

upon various assumptions, many of which are based, in turn, upon further

assumptions. Although the Company believes that these assumptions were

reasonable when made, these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies and other important

factors which are difficult or impossible to predict and are beyond its control.

Actual events may differ significantly from any anticipated development due to a

number of factors, including without limitation, changes in investment levels

and need for the Company's services, changes in the general economic, political

and market conditions in the markets in which the Company operate, the Company's

ability to attract, retain and motivate qualified personnel, changes in the

Company's ability to engage in commercially acceptable acquisitions and

strategic investments, and changes in laws and regulation and the potential

impact of legal proceedings and actions. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The Company does not provide any guarantees that the

assumptions underlying the forward-looking statements in this announcement are

free from errors nor does it accept any responsibility for the future accuracy

of the opinions expressed in this announcement or any obligation to update or

revise the statements in this announcement to reflect subsequent events. You

should not place undue reliance on the forward-looking statements in this

document.

The information, opinions and forward-looking statements contained in this

announcement speak only as at its date, and are subject to change without

notice. The Company does not undertake any obligation to review, update,

confirm, or to release publicly any revisions to any forward-looking statements

to reflect events that occur or circumstances that arise in relation to the

content of this announcement.

Neither of the Managers nor any of their respective affiliates makes any

representation as to the accuracy or completeness of this announcement and none

of them accepts any responsibility for the contents of this announcement or any

matters referred to herein.

This announcement is for information purposes only and is not to be relied upon

in substitution for the exercise of independent judgment. It is not intended as

investment advice and under no circumstances is it to be used or considered as

an offer to sell, or a solicitation of an offer to buy any securities or a

recommendation to buy or sell any securities in the Company. Neither the

Managers nor any of their respective affiliates accepts any liability arising

from the use of this announcement.

This information is considered to be inside information pursuant to the EU

Market Abuse Regulation and is subject to the disclosure requirements pursuant

to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Gunnar Aftret, Chief Financial

Officer at Måsøval AS on 24 November 2021 at 23:00 CET on behalf of the Company.

DISCLOSURE REGULATION

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.

CONTACTS

* Gunnar Aftret, CFO, 91377389, gunnar@masoval.no

ABOUT MÅSØVAL AS

Måsøval is an integrated producer of Atlantic salmon with more than 50 years of

operational experience. Located in Central Norway in the region west of

Trondheim, Måsøval has both significant farming operations at sea and inhouse

smolt production. Through its majority ownership in the processing and

distribution company Pure Norwegian Seafood AS, Måsøval is processing and

exporting high quality Atlantic salmon to a global marketplace.

ATTACHMENTS

Download announcement as PDF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847731/1020/1356/Download%20announcement

%20as%20PDF.pdf

Masoval_AS_Completion Announcement_vF.pdf -

https://kommunikasjon.ntb.no/ir-files/17847731/1020/1355/Masoval_AS_Completion%2

0Announcement_vF.pdf