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, 28 June 2021.
Reference is made to the press release from Gigante Salmon AS («Gigante Salmon» or the “Company”) published on 23 June 2021 and 24 June 2021 regarding a contemplated private placement (the «Private Placement») and listing on Euronext Growth (the «Listing»).
Gigante Salmon is pleased to announce that the Private Placement has been successfully completed. The Private Placement consisted of 40,363,637 offer shares (the «Offer Shares») at a subscription price of NOK 5.5 per share (the «Offer Price») raising gross proceeds for the Company of NOK 222 million.
The Private Placement attracted very strong interest from high-quality institutional investors and family offices, and was multiple times oversubscribed. As a result of the strong interest, Gigante Salmon decided to upsize the Private Placement from NOK 192 million to NOK 222 million.
The transaction was anchored by four cornerstone investors that subscribed for and were allocated Offer Shares for NOK 80 million 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 pre-committed to subscribe for and were allocated Offer Shares for a total amount of NOK 62 million. Furthermore, Nordea Investment Management subscribed for and was allocated Offer Shares for NOK 30 million.
The net proceeds of the Private Placement will be used to fully 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 given a customary lock-up undertaking to the Managers that will restrict, subject to certain customary exceptions, its ability to, without the prior written consent of the Managers, issue new shares for a period of 12 months. In addition, members of the Company’s management and board, and the majority shareholder, Gigante Havbruk AS, have entered into customary lock-up arrangements with the Managers, that will restrict their ability to transfer or sell shares, subject to certain customary exceptions, for a period of 12 months.
Completion of the Private Placement is conditional upon (i) the registration of the share capital increase in the Norwegian Register of Business Enterprises, and (ii) otherwise payment for the Offer Shares and completion of the transaction as set out herein.
Allocation to investors will be communicated on or about 28 June 2021. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 5 July 2021, subject to timely share capital registration with Norwegian Registry of Business Enterprises. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and SpareBank 1 Markets.
Gigante Salmon has applied for and will, subject to 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.
Interim CEO of Gigante Salmon AS and CEO of Gigante Havbruk AS, Kjell Lorentsen, would like to thank all investors who subscribed in the share issue for their confidence in Gigante Salmon: «Now we have so many shareholders that I will no longer be able to give each and everyone a call to thank them personally. I want them all to know that we will do everything in our power to ensure that their ownership in Gigante Salmon AS will prove to be a pleasant journey. Many in our organisation has put down a lot of work to get to where we are today. The job of developing the project in Rødøy and preparing for the share issue and listing has been challenging for our skilled employees and advisors. It is good to see that the market believes in us and that so many want to take part in our vision. Now we look forward to roll up our sleeves, start constructing our new site and turn our plans into action.»
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
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.