GIGANTE SALMON AS – CONTEMPLATED PRIVATE PLACEMENT AND LISTING ON EURONEXT GROWTH OSLO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES 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.
Bodø, 23 June, 2021
Gigante Salmon AS («Gigante Salmon» or the «Company») has engaged SpareBank 1 Markets and SpareBank 1 Nord-Norge as Joint Lead Managers and Bookrunners (collectively referred to as the «Managers») to advise on and effect a contemplated private placement of new shares raising gross proceeds of up to approx. NOK 192 million, through issuing 34,909,091 new shares (the «Offer Shares») (the «Private Placement»).
The price per share in the Private Placement has been set to NOK 5.50 which is equivalent to a pre-money equity value of the Company of approx. NOK 359 million, based on 65,192,400 shares outstanding.
The net proceeds of the Private Placement will be used to fund the Company’s projected investment and working capital needs for the construction and operation of the landbased salmon farming site on Lille Indre Rosøy in Rødøy municipality.
The Company has experienced strong investor interest during pre-sound meetings, and four cornerstone investors, have, subject to certain conditions, undertaken to subscribe for and be allocated shares for approximately NOK 80 million at the Offer Price as follows;
(i) T. Kolstad Eiendom AS for NOK 40 million;
(ii) Torgnes AS for NOK 15 million;
(iii) Helgeland Invest AS for NOK 15 million; and
(iv) Middelborg Invest AS for NOK 10 million
In addition, certain investors have pre-committed, subject to completion of the Private Placement, to subscribe for and be allocated Offer Shares for a total amount of NOK 62 million. In total, the Managers have received firm cornerstone and pre-commitments to subscribe for Offer Shares for a total amount of NOK 142 million corresponding to approx. 74% of the maximum offer size.
The bookbuilding period in the Private Placement will commence today, 23 June 2021 and close on 25 June 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement, pursuant to the Norwegian Securities Trading Act and ancillary regulations, are available.
Gigante Salmon has applied for and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, be admitted to trading of the shares of the Company on Euronext Growth Oslo (the «Admission»). The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement, and currently expected to be on or about 5 July 2021.
Completion of the Private Placement is conditional upon (i) the necessary corporate resolutions, including the Company’s board of directors (the “Board”) and the Company’s extraordinary general meeting resolving to consummate the Private Placement and allocate the Offer Shares, (ii) the registration of the share capital increase in the Norwegian Register of Business Enterprises, and (iii) otherwise payment for the Offer Shares and completion of the transaction as set out herein. The Company reserves the right, at any time and for any reason, to cancel, and/or modify the terms of, the Private Placement. 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.
Gigante Salmon in brief:
Gigante Havbruk is a successful North Norwegian salmon farming company with approximately 30 years of experience, and has since 2016 developed Gigante Salmon. The project comprises an ideal location for landbased farming with a target ambition to produce up to 16,000 tonnes HOG of salmon on Lille Indre Rosøy at a competitive production cost and capex per kg. Construction of the first facility is scheduled to start in the second half of 2021 with introduction of smolt in 2023 and first harvest in late 2024.
Company highlights:
Holds licenses for 13,731 tonnes (MAB) with targeted production of approximately 5,300 tonnes HOG in phase 1 and 16,000 tonnes HOG in full production.
Utilizing a flow-through technology with raceways, designed to optimize fish welfare, sludge handling and project economics.
Farming site located on the Helgeland coast with immediate access to nutrient and oxygen-rich seawater with a beneficial temperature profile.
Project incubated and developed by Gigante Havbruk, a fully integrated salmon farming group with more than 30 years of industry experience.
Secured construction financing, overdraft facility and leasing from SpareBank 1 Nord-Norge.
Targeting an industry leading capex level of NOK 24/kg HOG at full production.
Advisors:
SpareBank 1 Markets and SpareBank 1 Nord-Norge are engaged as Joint Lead Managers and Joint Bookrunners in connection with the Private Placement, and SpareBank 1 Markets is engaged as Euronext Growth advisor in connection the Listing. Advokatfirmaet Haavind is acting as legal advisor to the Company and Advokatfirmaet Wiersholm is acting as legal advisor to the Managers.
For more information please contact:
Kjell Arild Lorentsen, Interim CEO
+47 91 12 26 88
Rune Johansen, CFO
+47 98 84 47 24
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.
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 (EU) 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 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. The Company does not make any guarantee 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 announcement.
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 the Managers, the Company, nor any of their 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 Managers nor any of their 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.
