Increased debt financing to support Phase 2 build out
In connection with the contemplated Private Placement the Company has received a commitment letter from certain banks under its existing
Improved Phase 2
With the Bank Facilities in place, and subject to completion of the Private Placement, the Company intends to move forward with the build-out of Phase 2 at Indre Harøy. After two years in operation and 6 batches succesfully harvested in phase 1, the Company has identified several optimisations in the production plan to be implemented in Phase 2. These optimisations will result in an improved Phase 2, estimated to add another 10,100t HOG capacity to the current phase 1 capacity of 7,900t HOG. As such, total output from phase 1 and Phase 2 is estimated to increase to 18,000t HOG. The increase in planned output from Phase 2 is achieved through added tank capacity leveraging existing infrastructure.
The currently estimated capital expenditure for the improved Phase 2 at Indre Harøy is
Terms of the Private Placement
Certain existing shareholders as well as members of management have pre-committed to apply for
Further, the following management primary insiders have indicated to apply for
Trond Håkon Schaug-Pettersen (CEO), through Troha Invest AS, for 100,000 shares- Trond Vadset Veibust (CFO), through Trollkyrkja AS, for 35,000 shares
- Odd Frode Roaldsnes (CCO), through Anno Invest AS, for 25,000 shares
Based on a limited wallcrossing exercise prior to launch, the Managers have received indications of interest to subscribe for
The net proceeds from the Private Placement are intended to be used (i) fund the currently estimated equity portion of Phase 2, including potential additional tank capacity, and (ii) for general corporate purposes.
The application period in the Private Placement will commence today,
The Private Placement will be directed towards selected Norwegian and international investors (a) outside
Allocation and final number of
Settlement and Dates
The
The
Settlement is expected to take place on or about
Conditions for Completion
Completion of the Private Placement by delivery of the Offer Shares to applicants in the Private Placement ("Applicants") is subject to: (i) the Board resolving to proceed with the Private Placement and to allocate the Offer Shares; and (ii) the Board resolving the issuance of new shares pertaining to the Private Placement pursuant to the Board Authorisation and (iii) the registration of the share capital increase in the NRBE.
Applicants' acquisition of
The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement prior to notification of allocation. Neither the Company nor the Managers will be liable for any losses incurred by Applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Potential Subsequent Offering
Subject to, among other things, completion of the Private Placement, publication of a prospectus and prevailing market price of the Company's shares being higher than the Offer Price as determined by the Board, and potentially also approval by an extraordinary general meeting of the Company (if required), the Board will consider whether it is appropriate to carry out a subsequent offering (the "Subsequent Offering") at the Offer Price. Any such Subsequent Offering, if applicable, and subject to applicable securities laws, shall be directed towards existing eligible shareholders in the Company as of
An updated Company presentation will be available at the Company's webpage: www.salmonevolution.no.
Advisors
The Company has appointed
For more information, please contact:
Trond Vadset Veibust, CFO: +47 480 90 595
About
To learn more, please visit www.salmonevolution.no
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. None of the Managers or any of their respective affiliates or any of their respective directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. This announcement has been prepared by and is the sole responsibility of the Company.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from
This announcement does not contain or constitute an offer to sell or a solicitation of any offer to buy or subscribe for any securities referred to in this announcement to any person in any jurisdiction, including
The securities referred to in this announcement have not been and will not be registered under the
Any offering of the securities referred to in this announcement will be made by means of a set of subscription materials provided to potential investors. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the aforementioned subscription material.
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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "EU Prospectus Regulation" means Regulation (EU) 2017/1129 of the
This communication is only being distributed to and is only directed at persons in the
This announcement is made by, and is the responsibility of, the Company. The Managers and their affiliates are acting exclusively for the Company and no-one else in connection with the Private Placement. They will not regard any other person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than the Company, for providing the protections afforded to their respective clients, nor for providing advice in relation to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Private Placement, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such shares and other securities of the Company or related investments in connection with the Private Placement or otherwise. Accordingly, references in any subscription materials to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, such Managers and any of their affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations 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", "aims", "expect", "anticipate", "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. 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. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. The Company, each of the Managers and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice.
This announcement is for information purposes only. It does not purport to be complete, and it 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 Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement. The Company and the Managers, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise.
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.
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
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