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TGS ASA — Share Issue/Capital Change 2020
May 28, 2020
3774_iss_2020-05-28_78f5b6db-aba5-4464-840d-4bf5f4f5d5df.html
Share Issue/Capital Change
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NTS ASA – Ice Fish Farm AS: Private placement and secondary sale successfully completed
NTS ASA – Ice Fish Farm AS: Private placement and secondary sale successfully completed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATED OR ANY OTHER 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.
Rørvik, 27 May 2020. Reference is made to the stock exchange announcement from NTS ASA on 26 May 2020 regarding a contemplated private placement in Ice Fish Farm AS (“Ice Fish Farm” or the “Company”, and together with Fiskeldi Austfjarda hf. (“Fiskeldi”) and its subsidiaries, the "Group").
The Company is pleased to announce that the Private Placement has been successfully completed with gross proceeds to the Company of NOK 301.5 million (the “Primary Offering”) combined with the sale of existing shares from minority shareholders of approximately NOK 89 million (the “Secondary Offering”, and together with Primary Offering, the “Private Placement”). The Private Placement attracted very strong interest from Norwegian and international high quality institutional investors and was multiple times oversubscribed.
The Company intends to use the net proceeds from the Primary Offering to invest in the value chain in order to support further production growth within the existing licenses, which includes expansion of the smolt capacity, new farming equipment and biomass build-up. In addition, a portion of the net proceeds will be used for repayment of two outstanding convertible loans to Midt-Norsk Havbruk AS in an amount of approximately NOK 59 million.
Allocation to investors will be communicated on or about 29 May 2020. The new shares will be delivered to investors on a delivery-versus-payment basis following the registration of share capital increase with the Norwegian Registry of Business Enterprises and issuance of the new shares in the VPS, expected on or about 8 June 2020. Payment for offer shares is expected to be pre-paid by ABG Sundal Collier ASA and DNB Markets, part of DNB Bank ASA pursuant to a pre-payment agreement to be entered into with the Company.
Ice Fish Farm has applied for, and will, subject to the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market. The first day of trading on Merkur Market is expected to be on or about Monday 8 June 2020.
Advisors:
ABG Sundal Collier ASA and DNB Markets, part of DNB Bank ASA, are engaged as financial advisors to the Company and as Joint Global Coordinators and Joint Bookrunners in connection with the Private Placement and Listing. Advokatfirmaet Thommessen AS is acting as legal advisor to the Joint Global Coordinators.
Danske Bank, Norwegian branch acts as financial advisor to NTS ASA and Arntzen de Besche Advokatfirma AS acts as legal advisor to Ice Fish Farm and NTS ASA.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
For more information please contact:
Harry Bøe, Chief Executive Officer
+47 908 78 071
Roar Myhre, Chief Financial Officer
+47 477 08 800
Important notice:
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 or NTS ASA.
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.
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 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 NTS ASA and the Company believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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. Neither NTS ASA nor the Company makes any guarantee that the assumptions underlying the forward-looking statements in this presentation are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this presentation or any obligation to update or revise the statements in this presentation 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. Neither NTS ASA nor the Company undertakes 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 the Joint Global Coordinators 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 of the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.