Andfjord Salmon AS – Contemplated private placement

Oslo, 26 June 2023:

The final size of the Private Placement (the "Offer Size") and the number of Offer Shares to be issued will be determined by the Board of Directors of the Company (the “Board”) following an accelerated bookbuilding process. ABG Sundal Collier ASA, Arctic Securities AS and SpareBank 1 Markets are acting as Joint Bookrunners (the “Joint Bookrunners”) in connection with the Private Placement.

The net proceeds from the Private Placement will be used to expand the Company’s production capacity at Kvalnes and for general corporate purposes.

Please visit the Company’s website for an updated Company Presentation.

The Private Placement will be directed towards Norwegian and international institutional investors, in each case subject to and in compliance with applicable exemptions from relevant prospectus or registration requirements.

The Company’s second largest shareholder, Jerónimo Martins (holding 10.54% of outstanding shares in the Company and represented on the board of directors by Antonio Serrano), has pre-committed to subscribe for and will be allocated Offer Shares for NOK 385 million. Eidsfjord Sjøfarm (holding 1.25% of outstanding shares in the Company and represented on the board of directors by Knut Holmøy) has pre-committed to subscribe for and will be allocated Offer Shares for NOK 80 million. In addition, Andfjord Holding AS, Skagerak Vekst AS and UFI AS, all represented on the board of directors, have pre-committed to subscribe for a total of up to NOK 24 million in the Private Placement.

The bookbuilding period for the Private Placement commences today, 26 June 2023 at 16:30 CEST and closes on 27 June 2023 at 08:00 CEST. The bookbuilding period may, at the discretion of the Company and the Joint Bookrunners, close earlier or later and may be cancelled at any time and consequently, the Company may refrain from completing the Private Placement. The Company will announce the final number of Offer Shares placed and the final subscription price in the Private Placement in a stock exchange announcement to be published before the opening of trading on Euronext Growth Oslo tomorrow, 27 June 2023. Completion of the Private Placement is subject to final approval by the Board and, with respect to Tranche 2 (as defined below), approval by an extraordinary general meeting of the Company expected to be held on or about 5 July 2023 (the "EGM").

The minimum subscription and allocation amount in the Private Placement will be the NOK equivalent of EUR 100,000, provided that the Company may, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations, are available.

The allocation will be determined after the bookbuilding period and final allocation will be made at the Board’s sole discretion (subject to approval by the EGM with respect to Offer Shares in Tranche 2). Notification of allotment and payment instructions is expected to be issued to the applicants on or about 27 June 2023 through a notification to be issued by the Joint Bookrunners.

The Offer Shares will be allocated in two tranches as follows: one tranche with 8,207,785 Offer Shares ("Tranche 1") and a second tranche with a number of Offer Shares which results in a total transaction (i.e. both tranches) equal to the final Offer Size ("Tranche 2"). 

Tranche 1 is expected to be settled on a delivery versus payment basis on or about 29 June 2023 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the “Share Lending Agreement”) expected to be entered into between the Company, Andfjord Holding AS, Skagerak Vekst AS, SpareBank 1 Markets AS and the Joint Bookrunners. New shares in Tranche 1 will be issued by the Company's board of directors pursuant to the board authorisation (the “Board Authorisation”) granted by the annual general meeting of the Company held on 12 May 2023, and will be used to settle the share loan pursuant to the Share Lending Agreement.

Tranche 2 is expected to be settled on or about 11 July 2023. Issuance of new shares in Tranche 2 is subject to approval by the EGM.

The Offer Shares allocated to applicants in Tranche 1 will be tradable upon allocation and Offer Shares allocated in Tranche 2 will be tradable after the share capital increase pertaining to Tranche 2 has been registered with the Norwegian Register of Business Enterprises (the "NRBE").

Jerónimo Martins, Eidsfjord Sjøfarm and the investors represented on the board of directors who have pre-committed to subscribe for Offer Shares will receive their allocation in Tranche 2 (in respect of the Offer Shares to be issued in the Private Placement exceeding the maximum number the Offer Shares which may be issued under the Board Authorization).

Completion of Tranche 1 is subject to a resolution by the Board to issue the Offer Shares in Tranche 1 pursuant to the Board Authorization. Completion of Tranche 2 is subject a resolution by the EGM to issue the Offer Shares in Tranche 2. Further, completion of the Private Placement is subject to the Board resolving to consummate the Private Placement and to allocate the Offer Shares, registration of the share capital increase in the NRBE and the Offer Shares being validly issued and registered with the Norwegian Central Securities Depository (VPS). Completion of Tranche 1 is not conditional upon completion of Tranche 2. The Settlement of Offer Shares under Tranche 1 will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants if Tranche 2 is not completed. 

The Company, members of management and key employees have agreed with the Joint Bookrunners to a lock-up for a period of 12 months from the settlement date for the Private Placement, subject to customary exceptions. Shareholders represented on the Board have agreed with the Joint Bookrunners to a lock-up on their existing holding for a period of 6 months from the settlement date for the Private Placement, subject to customary exceptions.

The contemplated Private Placement involves that the shareholders' preferential rights to subscribe for and be allocated the Offer Shares are set aside. The Board has considered the structure of the equity raise in light of the equal treatment obligations under the Norwegian Private Limited Companies Act, the rules on equal treatment under Euronext Oslo Rule Book Part II and the Oslo Stock Exchange's Guidelines on the rule of equal treatment. The Board is of the view that it is in the common interest of the Company and its shareholders to raise equity through a private placement. A private placement enables the Company to secure equity financing to expand the Company's production capacity at Kvalnes, shortly after securing commitment for a bank financing. Further, a private placement will reduce execution and completion risk and allows for the Company to utilize current market conditions and raise capital more quickly, at a lower discount compared to a rights issue and without the underwriting commissions normally seen with rights offerings. Further, the Subsequent Offering (as defined below), if implemented, will secure that eligible shareholders will receive the opportunity to subscribe for new shares at the same subscription price as that applied in the Private Placement.

On this basis the Board has considered the proposed transaction structure to be in the common interest of the Company and its shareholders.

The Company may, subject to completion of the Private Placement, consider conducting a subsequent share offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice. Shareholders being allocated shares in the Private Placement will not be eligible to participate in a Subsequent Offering. The Company reserves the right in its sole discretion to not conduct or cancel the Subsequent Offering. 

Advokatfirmaet Schjødt AS is acting as legal advisor to the Company in connection with the Private Placement.

Disclosure regulation

This information is considered to be inside information pursuant to the EU Market Abuse Regulation and is subject to thedisclosure requirements pursuant to section 5-12 the Norwegian Securities Trading Act.

This stock exchange announcement was published by Bjarne Martinsen, CFO at Andfjord Salmon AS on 26 June 2023 at 16:37 CEST on behalf of the Company.

Contacts

Bjarne Martinsen, CFO, Andfjord Salmon AS, +47 975 08 345, bjarne.martinsen@andfjord.no

Martin Rasmussen, CEO, Andfjord Salmon AS, +47 975 08 665, martin@andfjord.no 

About Andfjord Salmon AS

Located at Kvalnes on the island of Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon has developed an innovative and sustainable aquaculture concept for land-based farming of Atlantic salmon, based on a flow-through technology solution. The company's ambition is to build the world's most sustainable and fish-friendly aquaculture facility of its kind. Andfjord Salmon AS is listed on Euronext Growth under the ticker ANDF.

Important Notices

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. 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 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 or their securities 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 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 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.

Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operate, 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 provide any guarantees 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 document.

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 of the Joint Bookrunners nor any of their respective 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 in the Company. Neither the Joint Bookrunners nor any of their respective affiliates accepts any liability arising from the use of this announcement.

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.