Norway Royal Salmon (NRS): Contemplated Arctic Fish Holding AS private placement and admission to trading on Euronext Growth Oslo

Thu, Feb 11, 2021 08:01 CET

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Oslo, 11 February 2021. Arctic Fish Holding AS (“Arctic Fish” or the “Company”), a company owned 50% by Norway Royal Salmon (NRS), has engaged DNB Markets, a part of DNB Bank ASA (“DNB Markets”), and Pareto Securities AS as joint global coordinators and joint bookrunners and Arion Banki hf. as Co-Manager (together with the joint global coordinators and joint bookrunners, the “Managers”) to advise on and effect a contemplated private placement of up to approximately NOK 600 million in new and existing shares in the Company (the “Private Placement”).

The Private Placement will comprise (i) a primary offering of up to 5,718,954 new shares to be issued by the Company (the “New Shares”) to raise gross proceeds of approximately NOK 350 million (the “Primary Offering”), and (ii) a secondary offering of up to 3,267,973 existing shares in the Company (the “Sale Shares”) by Bremesco Holding Ltd. (the “Selling Shareholder”) of up to approximately NOK 200 million (the “Secondary Offering”). Additionally, the Managers may elect to over-allot up to 816,993 additional existing shares in the Company (the "Additional Shares" and together with the New Shares and the Sale Shares the "Offer Shares") equivalent to approximately 9 percent of the total number of New Shares and Sale Shares sold in the Private Placement, to facilitate price stabilisation activities in a period of 30 days from the first day of trading of the Company's shares on Euronext Growth (Oslo). The total number of Offer Shares offered in the Offering is 9,803,920, equating to NOK 599,999,904 (8,986,927 shares and NOK 549,999,932.40, excluding the Additional Shares).

The net proceeds to the Company from the Primary Offering (i.e. the New Shares) will mainly be used to fund growth and develop the Company’s value chain within existing license portfolio, including investment in the expansion of smolt capacity, farming equipment, biomass build-up, processing initiatives, to increase the value chain capacity in the expectation of receiving additional license capacity and for general corporate purposes.

The Sale Shares will be offered by Bremesco Holding Ltd. who is selling up to approximately 26% of its holding, thus reducing its shareholding in the Company to approximately 28.73% following the Private Placement (and approximately 26.16% if the Greenshoe Option (as described below) is exercised in full). The net proceeds from any sale of shares in the Secondary Offering will be for the benefit of the Selling Shareholder.

The price per Offer Share in the Private Placement has been set to NOK 61.20 (the “Offer Price”), equivalent to a pre-money equity value of the Company of approximately NOK 1,601 million based on the 27,157,968 shares currently outstanding in the Company.

Two of the Company’ existing shareholders have pre-committed to subscribe for Offer Shares for a total amount of NOK 245 million distributed as follows: NOK 200 million from Norway Royal Salmon ASA / NOK 45 million from Novo ehf. In addition, Neil Shiran Thorisson, Chief Financial Officer in the Company, has pre-committed to subscribe for Offer Shares for a total amount of NOK 41 million, and certain other members of the management and board in Arctic Fish have collectively pre-committed to subscribe for Offer Shares for an amount equal to NOK 4.6 million. Furthermore, four cornerstone investors have, subject to certain customary terms and conditions, undertaken to subscribe for, and will be allocated Offer Shares for a total amount of NOK 97 million distributed as follows: NOK 50 million from Nordea Asset Management / NOK 28 million from Birta Pension Fund / NOK 15 million from Vestmannaeyja Pension Fund / NOK 4 million from Vördur tryggingar hf.

Through a limited pre-sounding process, the Company is very pleased to have received significant support from leading Icelandic institutional investors, including the following:

Birta Pension fund which is the 4th largest pension fund in Iceland, with more than 15.000 members,
Lífeyrissjóður Vestmannaeyja, Icelandic pension fund located in the Westman Islands
Vörður tryggingar hf., an Icelandic universal insurance company

The Company, its current Shareholders (including the Selling Shareholder), members of the Company's Board of Directors and management will enter into customary lock-up arrangements with the Managers that will restrict, subject to certain exceptions, their ability to, without the prior written consent of the Managers, issue, sell or dispose of shares, as applicable, for a period of 6 months for the Selling Shareholder, and 12 months for the Company, the members of the Company's Board of Directors and management, after the commencement of trading in the shares on Euronext Growth Oslo.

The bookbuilding period in the Private Placement will commence today, 11 February 2021 at 09:00 CET and close on 12 February 2021 at 16:30 CET. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period without notice. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The Company has applied for admission to trading of its shares on Euronext Growth Oslo. It is expected that, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, the Company will have its shares admitted to trading on Euronext Growth Oslo (the “Admission”) shortly after completion of the Private Placement, currently anticipated to be on or about 19 February 2021.

The Private Placement will be directed towards Norwegian and international investors in each case subject to an exemption being available 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 has 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. Further selling restrictions and transaction terms will apply.

Completion of the Private Placement is conditional upon (i) all corporate resolutions of the Company required to issue the New Shares having been validly made, including the Company’s board of directors’ resolution to proceed with the Private Placement and to allocate the New Shares and the resolution by the Company’s extraordinary general meeting (the “EGM”) to issue the New Shares, currently expected on or about 16 February 2021, and (ii) registration of the share capital increase in the Company pursuant to the New Shares in the Norwegian Register of Business Enterprises having taken place. 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, the Selling Shareholder 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.

The Selling Shareholder will grant DNB Markets, on behalf of the Managers (the “Stabilisation Manager”) an option to borrow a number of shares equivalent to the Additional Shares in order to enable the Managers to settle any over-allotments made in the Private Placement. The Selling Shareholder is also expected to grant the Stabilisation Manager an option (the "Greenshoe Option") to acquire at the Offer Price a number of Sale Shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made, not covered through share purchases made as part of any stabilization activities. The Greenshoe Option is exercisable, in whole or in part, by the Stabilisation Manager within a 30-day period commencing at the time trading in the Company’s shares commences on Euronext Growth (Oslo). The Selling Shareholder will receive the proceeds from any over-alloted shares under the Private Placement if, and to the extent, that the Greenshoe Option is exercised.

Net profits from stabilisation activities, if any, will be to the benefit of the Selling Shareholder.

Advisors:

DNB Markets, a part of DNB Bank ASA, and Pareto Securities AS are acting as Joint Global Coordinators and Joint Bookrunners and Arion Banki hf is acting as Co-Manager in connection with the Private Placement and the Admission. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Company, while Advokatfirmaet BAHR AS is acting as legal advisor to the Managers.

For more information, please contact:

For Norway Royal Salmon ASA:

Ola Loe, Chief Financial Officer NRS

+47 911 79 411

For Arctic Fish Holding AS:

Stein Ove Tveiten, Chief Executive Officer Arctic Fish

+354 8439900

Neil Shiran Thorisson, Chief Financial Officer Arctic Fish

+354 8315300

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. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.

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 and the Managers undertakes no 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.

recommendation to buy or sell any securities of the Company. Neither the Company, the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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. 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.

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 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 its affiliates accepts any liability arising from the use of this announcement.

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 Manager 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.

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.