Kurs & Likviditet
Beskrivning
Land | Island |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2023-03-30 16:30:00
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG OR JAPAN, OR
ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Frøya, Norway, 30 March 2023: Ice Fish Farm AS (the "Company") hereby announces
a contemplated private placement to raise gross proceeds of the NOK equivalent
of approximately EUR 44 million (the "Private Placement") by the issuance of new
shares in the Company (the "Offer Shares"). The subscription price per Offer
Share (the "Subscription Price") will be set by the Company's board of directors
(the "Board") on the basis of an accelerated bookbuilding process conducted by
the Managers (as defined below).
Reference is made to the stock exchange announcement published by the Company on
27 February 2023 regarding an agreement for a long-term bank financing facility
of up to EUR 156.2 million with DNB Bank ASA, Nordea Bank Abp, filial I Norge,
Arion Banki hf and Landsbankinn hf (the "New Financing"). The New Financing
includes (i) a EUR 60 million term loan facility for the refinancing of certain
existing indebtedness of the group, (ii) a EUR 20 million capex facility for
financing of new equipment, upgrades to facilities, investments in barges,
vessels and other assets, (iii) an up to EUR 70 million revolving credit
facility to refinance current biomass financing and for general corporate and
working capital purposes, and (iv) an up to EUR 6.2 million term loan facility
for refinancing of certain other existing indebtedness of the group and for
financing of new equipment. As a condition for the New Financing, the Company
must raise a gross cash amount of approximately EUR 44 million in new equity, in
addition to a conversion of the currently outstanding shareholder loans of
approximately EUR 26 million (the "Shareholder Loans"). As part of the Private
Placement, the Shareholder Loans will be converted at the Offer Price and based
on the exchange rates published by Norges Bank on 30 March 2023.
Ice Fish Farm AS has engaged DNB Markets, a part of DNB Bank ASA ("DNB Markets")
as Sole Global Coordinator and Joint Bookrunner and Arion Banki hf and Nordea
Bank Abp, filial i Norge as Joint Bookrunners for the Private Placement
(jointly, the "Managers"). The net proceeds for the Private Placement will,
together with the New Financing, be used towards biomass build-up and capex for
2023 and 2024.
The following close associates of primary insiders have pre-committed to
subscribe for Offer Shares in the Private Placement for the following amounts:
o Austur Holding AS for the NOK equivalent of EUR 18.1 million,
o Eggjahvíta ehf for the NOK equivalent of approx. EUR 4.5 million,
o Krossey ehf for the NOK equivalent of approx. EUR 4.0 million,
o Asle Rønning, chairman of the Board, through AR invest AS, for NOK 2.5 million
The Shareholder Loans that are to be converted in connection with the Private
Placement are split between the following shareholders:
o Austur Holding AS: approximately EUR 21.2 million
o Krossey ehf.: approximately EUR 4.1 million
o Eggjahvita ehf.: approximately EUR 0.9 million
o Others: approximately EUR 0.2 million
Based on a limited wall-crossing exercise prior to launch, the Managers have
received indications of interest to subscribe for Offer Shares so that the
Private Placement is covered on indications of interest at the start of the
bookbuilding period.
Customary lock-up agreements for a period of 180 days, with standard exemptions,
have been entered into with the Company (with a carve-out for considerations
shares in acquisitions limited to 5% of total outstanding shares), its board
members and executive management.
TIMELINE AND DETAILED TERMS FOR THE PLANNED PRIVATE PLACEMENT
The bookbuilding and application period for the Private Placement commences
today, 30 March 2023 at 16.30 hours CEST, and will end 31 March 2023 at 08.00
hours CEST. The Company, after consultation with the Managers, reserves the
right to at any time and in its sole discretion to close or extend the
bookbuilding and application period or to cancel the Private Placement in its
entirety and for any reason. If the bookbuilding and application period is
shortened or extended, the other dates referred to herein may be changed
correspondingly.
The Subscription Price and the number of Offer Shares to be issued in the
Private Placement will be determined by the Board, in consultation with the
Managers, following completion of the bookbuilding process.
The Private Placement will be directed towards Norwegian and international
investors, subject to applicable exemptions from relevant registration, filing
and prospectus requirements, and subject to other applicable selling
restrictions. The minimum application amount has been set to the NOK equivalent
of EUR 100,000. The Company may, however, at its sole discretion, allocate
amounts below the NOK equivalent of EUR 100,000 to the extent of exemptions from
the prospectus requirements in accordance with applicable regulations, including
the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017) and ancillary regulations, as
implemented pursuant to the Norwegian Securities Trading Act, are available.
Settlement of the Private Placement is expected to be on or about 4 April 2023.
The allocated shares will be delivered to the applicant's account with Euronext
Securities Oslo, the Norwegian Central Securities Depository (the "VPS"), on a
delivery versus payment ("DVP"). DVP settlement in the Private Placement is
expected to be facilitated through a share lending agreement entered into
between the Company, Austur Holding AS and DNB Markets (on behalf the Managers).
Completion of the Private Placement by delivery of Offer Shares to investors is
subject to all necessary corporate resolutions being validly made by the
Company, including the Board resolving to complete the Private Placement and
allocate the Offer Shares based on the authorisation granted by the
extraordinary general meeting held on 16 March 2023.
Please see the attached company presentation.
POTENTIAL SUBSEQUENT OFFERING
In accordance with Euronext Growth Rule Book Part II and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment and Norwegian market
practice, subject to completion of the Private Placement, the Board may consider
a subsequent offering of new shares (the "Subsequent Offering") towards
shareholders of the Company as of close of trading on 30 March 2023, as recorded
in the VPS on 3 April 2023, 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 ("Eligible
Shareholders").
Whether a Subsequent Offering will be proposed will inter alia depend on the
results of the Private Placement and the subsequent development of the Company's
share price. If proposed, the Subsequent Offering may be required to be approved
by the shareholders at an extraordinary general meeting.
EQUAL TREATMENT CONSIDERATIONS
The Private Placement represents a deviation from the shareholders' pre-emptive
right to subscribe for and be allocated the Offer Shares. 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 Growth Rule Book Part II and the Oslo Stock
Exchange's Guidelines on the rule of equal treatment, and the Board is of the
opinion that the transaction structure is in compliance with these requirements.
The share issuance will be carried out as a private placement in order for the
Company to complete the equity raise in a manner that is efficient and with a
significantly lower risk and a significantly smaller discount to the current
trading price compared to a rights issue.
The Subscription Price will be set on the basis of a publicly announced
bookbuilding process and thus reflect the market price of the shares.
Further, the Subsequent Offering, if implemented, will secure that Eligible
Shareholders will receive the opportunity to subscribe for new shares at the
Subscription Price.
On this basis, and based on an assessment of the current equity capital markets,
the Board has considered the proposed transaction structure to be in the common
interest of the Company and its shareholders.
ADVISORS
DNB Markets AS, a part of DNB Bank ASA is acting as Sole Global Coordinator and
Joint Bookrunner, Arion Banki hf and Nordea Bank Abp, filial i Norge are acting
as Joint Bookrunners for the Private Placement and the potential Subsequent
Offering. Advokatfirmaet Thommessen AS is acting as legal advisors to the
Company, and Advokatfirmaet Wiersholm AS is acting as legal advisor to the
Managers.
This information is subject to the disclosure requirements in section 5-12 of
the Norwegian Securities Trading Act.
For further information, please contact:
Guðmundur Gíslason, CEO +354 89 60 426
IMPORTANT NOTICE
These materials do not constitute or form a part of any offer of securities for
sale or a solicitation of an offer to purchase securities of the Company in the
United States or any other jurisdiction. The securities of the Company may not
be offered or sold in the United States absent registration or an exemption from
registration under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act"). The securities of the Company have not been, and will not be,
registered under the U.S. Securities Act. Any sale in the United States of the
securities mentioned in this communication will be made solely to "qualified
institutional buyers" as defined in Rule 144A under the U.S. Securities Act. No
public offering of the securities will be made in the United States.
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
EU Prospectus Regulation, i.e., only to investors who can receive the offer
without an approved prospectus in such EEA Member State. The expression "EU
Prospectus Regulation" means Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (together with any applicable
implementing measures in any Member State).
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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. 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date, and are
subject to change without notice.
This announcement is made by and, and is the responsibility of, the Company. The
Managers are acting exclusively for the Company and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Managers 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 of the Company. Neither the
Managers nor any of their respective 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.
TARGET MARKET
The target market for the Private Placement is non-professional, professional as
well as eligible counterparties and who