CODFARMERS ASA: PUBLICATION OF PROSPECTUS, COMMENCEMENT OF SUBSCRIPTION PERIOD IN THE OFFERING AND TRADING PERIOD FOR SUBSCRIPTION RIGHTS
NOT FOR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
Codfarmers ASA (“Codfarmers” or the “Company”) has today published a prospectus regarding (i) the listing on Oslo Børs ASA (“Oslo Børs”) of 15,000,000 new shares in Codfarmers, each with a nominal value of NOK 1.00 (the “Placement Shares”), issued by way of a private placement conducted on 7 February 2012 (the “Private Placement”) and (ii) the subsequent repair offering (the “Offering”) and listing of up to 15,000,000 new shares in Codfarmers, each with a nominal value of NOK 1.00 (the “Offer Shares”). The prospectus has been reviewed and approved by the Financial Supervisory Authority of Norway.
The share capital increase pertaining to the Private Placement was registered with the Norwegian Register of Business Enterprises on 12 March 2012 and the Placement Shares were issued on the same day. The Placement Shares will be listed on Oslo Børs today, 22 March 2012.
The following sets out certain details of the Offering:
The Offering: Offering of up to 15,000,000 Offer Shares in the Company, each with a nominal value of NOK 1.00.
Subscription price: The subscription price is NOK 2.00 per Offer Share.
Subscription period: From and including 22 March 2012 to 17:30 hours (CET) on 10 April 2012.
Subscription rights: Shareholders in the Company as of 7 February 2012 (as registered in the Norwegian Central Securities Depository (the “VPS”) as per the end of 10 February 2012), except for Dolphin Management AS, AS Banan and Halfdan Holme AS (the “Eligible Shareholders”), will be granted transferable subscription rights that, subject to applicable law, provide preferential rights to subscribe for and be allocated Offer Shares. Eligible Shareholders will be granted one subscription right for 0.44140 shares registered as held by such Eligible Shareholder as of 7 February 2012. The number of subscription rights issued to each Eligible Shareholder will be rounded down to the nearest whole subscription right. Each subscription right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share. Over-subscription and subscription without subscription rights will be permitted.
Subscription rights transferred to shareholders registered in the VPS will be fully tradable and listed on Oslo Børs under the ticker code “COD S”.
For restrictions in respect of who may be allocated, or permitted to acquire, the subscription rights or to exercise the subscriptions rights, reference is made to Section 5.3.7 (The Private Placement and the Offering–The Offering–Subscription Rights) and Section 14 (Restrictions on Sale and Transfer) of the prospectus.
Trading period for subscription rights: On Oslo Børs: From and including 22 March 2012 to 17:30 hours (CET) on 10 April 2012.
The subscription rights are expected to have commercial value. Subscription rights that are not sold or exercised before 17:30 hours (CET) on 10 April 2012 will have no value and will lapse without compensation to the holder.
If the Offering is withdrawn or for any reason not carried out, all subscription rights will lapse without value. The lapsing of subscription rights would be without prejudice to the validity of any trades in subscription rights, and investors would not receive any refund or compensation with respect to subscription rights purchased in the market.
Payment date: Payment for allocated Offer Shares shall be made on 18 April 2012.
Delivery of the Offer Shares: Subject to timely payment by all subscribers who have been allocated Offer Shares, delivery of the Offer Shares are expected to take place on or about 24 April 2012.
Distribution, and availability, of the prospectus: Subject to applicable local securities laws, the prospectus will be sent by mail to all shareholders in Codfarmers registered in the VPS as of 10 February 2012. The prospectus is also available at www.codfarmers.com and www.dnb.no/emisjoner. The prospectus can also be obtained from the Company or DNB Markets by request.
For further information about the Private Placement and the Offering, reference is made to the prospectus.
For further information, please contact:
Marianne E. Johnsen, Chair of Codfarmers, telephone +47 93 66 30 00
Harald Dahl, CEO of Codfarmers, telephone +47 90 11 92 82
This announcement is not an offer for sale of securities in the United States. The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be sold in the United States absent registration or pursuant to an exemption from registration under the U.S. Securities Act. Codfarmers does not intend to register any portion of the offering of the securities in the United States or to conduct a public offering of the securities in the United States. Any offering of securities will be made by means of a prospectus that may be obtained from Codfarmers and that will contain detailed information about the company and management, as well as financial statements. Copies of this announcement are not being made and may not be distributed or sent into the United States.
This communication is directed only at persons who (i) are outside of the United Kingdom or (ii) have professional experience in matters relating to investments or (iii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (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 activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.