Andfjord Salmon Group AS - Private placement successfully placed

22 May 2024

Reference is made to the stock exchange announcement by Andfjord Salmon Group AS ("Andfjord Salmon" or the "Company") on 22 May 2024 regarding the contemplated private placement of new shares (the "Offer Shares"). 

The Company hereby announces that it has allocated 10,606,060 Offer Shares at a subscription price of NOK 33 per share (the "Offer Price"), raising gross proceeds of approximately NOK 350 million (the "Private Placement"). ABG Sundal Collier ASA, Arctic Securities AS, DNB Markets (a part of DNB Bank ASA) 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, ramping up biomass and for general corporate purposes. 

The following primary insiders were allocated Offer Shares at the Offer Price:

* Jerónimo Martins Agro-Alimentar, S.A., represented on the board of directors by Antonio Serrano, was allocated 2,636,362 Offer Shares

* Eidsfjord Sjøfarm AS, represented on the board of directors by Knut Holmøy, was allocated 481,515 Offer Shares

The Offer Shares are expected to be settled on a delivery versus payment basis on or about 27 May 2024 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") entered into between the Company, Andfjord Holding AS, Skagerak Vekst AS, OG Invest AS, SpareBank 1 Markets and the Joint Bookrunners. The Offer Shares will, as allocated, be tradable upon allocation. The new shares were resolved 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 7 May 2024, and will be used to settle the share loan pursuant to the Share Lending Agreement.

Completion of the Private Placement is subject to registration of the share capital increase in the Norwegian Register of Business Enterprises and the Offer Shares being validly issued and registered with the Norwegian Central Securities Depository (VPS). The settlement of Offer Shares will remain final and binding and cannot be revoked, cancelled or terminated by the respective applicants. Following registration of the new share capital pertaining to the Private Placement, the Company will have a share capital of NOK 67,619,013 divided into 67,619,013 shares, each with a par value of NOK 1.00. 

The 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 the Private Placement. The Private Placement enables the Company to secure equity financing to expand the Company's production capacity at Kvalnes, ramping up biomass and for general corporate purposes. 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 intends to carry out a subsequent offering (the "Subsequent Offering") with non-tradeable subscription rights of up to 796,530 new shares in the Company which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 22 May 2024 (as registered in the VPS two trading days thereafter), who (i) were not allocated Offer Shares in the Private Placement, and (ii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar action. Whether or not such Subsequent Offering will ultimately take place, will depend inter alia on the development of the price of the shares in the Company after completion of the Private Placement. Further, the Subsequent Offering is subject to, inter alia, completion of the Private Placement, approval by the board of directors, and the publication of an offering prospectus.

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

CONTACTS‍

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

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

ABOUT ANDFJORD SALMON

Located at Andøya on the Arctic Archipelago of Vesterålen, Norway, Andfjord Salmon is developing the world’s most sustainable and fish-friendly aquaculture facility of its kind. Through a proprietary flow-through system, Andfjord Salmon combines the best from ocean and land-based salmon farming. In its first production cycle, the company achieved an industry-leading survival rate of 97.5 percent, feed conversion ratio of 1.05, superior share of 91.1 percent, and required 1 kWh to produce one kilo of salmon. Andfjord Salmon has identified a roadmap towards a production capacity of 40,000 tonnes HOG at Kvalnes, Andøya, and set a long-term ambition to reach 90,000 tonnes HOG across Kvalnes, Breivika and Fiskenes at Andøya.