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Mowi ASA

Share Issue/Capital Change Mar 1, 2016

3665_rns_2016-03-01_d494b573-0abb-442e-87f2-584fe5b57aae.html

Share Issue/Capital Change

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Geveran Trading Co., Ltd. announces its intention to sell up to approximately 37.8 million shares in Marine Harvest ASA

Geveran Trading Co., Ltd. announces its intention to sell up to approximately 37.8 million shares in Marine Harvest ASA

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY

OR INDIRECTLY, IN OR INTO THE UNITED STATES,

AUSTRALIA, CANADA OR JAPAN OR IN ANY JURISDICTION IN

WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD

BE UNLAWFUL.

Limassol, 1 March 2016

Geveran Trading Co., Ltd. announces its intention to

sell up to approximately 37.8 million shares in Marine

Harvest ASA

Geveran Trading Co., Ltd. ("Geveran") announces its

intention to sell up to approximately 37.8 million

ordinary shares in Marine Harvest ASA (the "Company"),

representing approximately 8.4% of the share capital

of the Company by way of an accelerated bookbuild

offering.

Geveran has engaged Morgan Stanley, as sole bookrunner

(the "Sole Bookrunner") for the transaction. Carnegie

Investment Bank will act as co-lead manager for the

transaction.

The bookbuilding process will commence immediately

following the publication of this announcement and may

be closed at short notice at the full discretion of

the Sole Bookrunner. The transaction is expected to be

priced and allocated by tomorrow, 2 March 2016.

Geveran reserves the right, at its own discretion, to

sell fewer shares or no shares at all.

As of today, Geveran owns 117,351,603 shares in Marine

Harvest, representing 26.07% of the share capital and

voting rights in the company. In addition, Geveran

holds total return swap agreements with a net long

exposure to 3,000,000 shares in the Company.

Following the completion of the bookbuild offering,

Geveran will continue to hold approximately 17.67% of

the Company's share capital and has undertaken not to

dispose of any shares in the Company within 180 days

following the offering, without the prior written

consent of the Sole Bookrunner, subject to certain

customary exceptions.

This information is subject to the disclosure

requirements pursuant to sections 4-2 and 4-3 of the

Norwegian Securities Trading Act.

Important Notice

The distribution of this announcement and the offer

and sale of the shares in certain jurisdictions may be

restricted by law. The shares may not be offered to

the public in any jurisdiction in circumstances which

would require the preparation or registration of any

prospectus or offering document relating to the shares

in such jurisdiction. No action has been taken by the

Seller or the Bookrunner or any of their respective

affiliates that would permit an offering of the shares

or possession or distribution of this announcement or

any other offering or publicity material relating to

such securities in any jurisdiction where action for

that purpose is required. Persons into whose

possession this announcement comes are required to

inform themselves about and to observe any such

restrictions. Any failure to comply with these

restrictions may constitute a violation of the

securities laws of any such jurisdiction.

This press release is for information purposes only

and does not constitute or form a part of an offer to

sell or a solicitation of an offer to purchase any

security of the Company in the United States or in any

other jurisdiction where such offer or solicitation is

unlawful. The securities of the Company described in

this press release have not been and will not be

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

amended (the "Securities Act"), or any applicable

state or foreign securities laws and may not be

offered or sold in the United States absent

registration or an exemption from the registration

requirements of the Securities Act. There will be no

public offering of securities in the United States.

This information is subject of the disclosure

requirements pursuant to section 5-12 of the Norwegian

Securities Trading Act.

In member states of the European Economic Area ("EEA")

which have implemented the Prospectus Directive (each,

a "Relevant Member State"), this announcement and any

offer if made subsequently is directed exclusively at

persons who are "qualified investors" within the

meaning of the Prospectus Directive ("Qualified

Investors"). For these purposes, the

expression "Prospectus Directive" means Directive

2003/71/EC (and amendments thereto, including the 2010

PD Amending Directive, to the extent implemented in a

Relevant Member State), and includes any relevant

implementing measure in the Relevant Member State and

the expression "2010 PD Amending Directive" means

Directive 2010/73/EU. In the United Kingdom this

announcement is directed exclusively at Qualified

Investors (i) who have professional experience in

matters relating to investments falling within Article

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

(Financial Promotion) Order 2005, as amended

(the "Order") or (ii) who fall within Article 49(2)(A)

to (D) of the Order, and (iii) to whom it may

otherwise lawfully be communicated.

In connection with any offering of the shares of the

Company, the Sole Bookrunner and any of their

affiliates acting as an investor for their own account

may take up as a proprietary position any shares and

in that capacity may retain, purchase or sell for

their own account such shares. In addition, the Sole

Bookrunner or its affiliates may enter into financing

arrangements and swaps with investors in connection

with which the Sole Bookrunner (or their affiliates)

may from time to time acquire, hold or dispose of

shares. The Sole Bookrunner does not intend to

disclose the extent of any such investment or

transactions otherwise than in accordance with any

legal or regulatory obligation to do so.

The Sole Bookrunner is acting on behalf of Geveran and

no one else in connection with any offering of the

shares and will not be responsible to any other person

for providing the protections afforded to clients of

the Sole Bookrunner or for providing advice in

relation to any offering of the shares. The Sole

Bookrunner may participate in the transaction on a

proprietary basis.

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