Sistranda, June 10, 2021
Måsøval AS (“Måsøval” or the “Company”), a pioneer in salmon farming, announces today a contemplated private placement of up to approximately NOK 825 million in new and existing shares of the Company (the “Private Placement”) and a subsequent listing of the Company’s shares on Euronext Growth Oslo (the “Listing”).
Måsøval AS, has engaged Carnegie, DNB Markets, a part of DNB Bank ASA (“DNB Markets”) and SpareBank 1 Markets as Joint Global Coordinators and Joint Bookrunners in respect to the Private Placement and Listing (the “Joint Global Coordinators” or the “Managers”)
The PrivatePlacement:
The price per Offer Share in the Private Placement has been set to NOK 32.90 (the “Offer Price”), equivalent to a pre-money equity value of the Company of approximately NOK 3,250 million based on the 98,800,000 shares outstanding in the Company.
The Private Placement will consist of i) a primary offering of up to 9,118,541 new shares, raising gross proceeds to the Company of up to approximately NOK 300 million (the “Primary Offering”) (the “New Shares”) and ii) a secondary offering of up to 13,677,812 existing shares by the parent company, Måsøval Eiendom AS, (the “Sale Shares”). There will also be an over-allotment option of up to 2,279,635 existing shares, (equal to approximately 10% of the total number of New Shares and Sale Shares in the Private Placement) (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”) to facilitate price stabilization activities in a period of 30 days from the first day of Listing.
The net proceeds from the Private Placement will be used to fund the Company’s growth plan, including (i) investments to utilize recently acquired capacity, (ii)acquisitions in Q1-2021 (described below), (iii) a new post-smolt facility and(iv) general corporate purposes.
The Company has experienced strong investor interest during pre-sound meetings, and three cornerstone investors, have, subject to certain conditions, undertaken tosubscribe for and be allocated shares for approximately NOK 450 million at the Offer Price as follows;
(i) ODIN Forvaltning for NOK 250 million;
(ii) Handelsbanken Fonder for NOK 125 million; and
(iii) Songa Asset Management for NOK 75 million
In addition, Pure Seafood AS has pre-committed to subscribe for and be allocated Offer Shares for a minimum of NOK 40 million.
The application period in the Private Placement will commence today, 10 June 2021at 09:00 CEST and close on 14 June 2021 at 16:30 CEST. The Managers and theCompany may, however, at any time resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
Måsøval has applied for, and will, subject to successful completion of the PrivatePlacement and the necessary approvals from the Oslo Stock Exchange, list the shares of Måsøval AS on Euronext Growth Oslo. The first day of trading onEuronext Growth Oslo is expected to be shortly after completion of the PrivatePlacement, and is currently expected to be on or about 17 June 2021.
Måsøval Eiendom AS is expected to grant DNB Markets, on behalf of the Managers (the “Stabilisation Manager”), an option to acquire at the Offer Price a number of shares equal to the number of Additional Shares to cover short positions resulting from any over-allotments made. Such option must be exercised by the Stabilisation Manager no later than the 30th day following commencement of trading onEuronext Growth Oslo. The Stabilisation Manager may (but will be under no obligation to) effect stabilisation activities in accordance with Commission Delegated Regulation (EU) 2016/1052, as implemented into Norwegian law by Section 3-1 of the Norwegian Securities Trading Regulation, in a period of 30 days from the first day of trading on Euronext Growth Oslo in order to support the market price of the shares. However, stabilisation action may not necessarily occur and may cease at any time. Any stabilisation action may begin on or after the date of commencement of trading of the shares on EuronextGrowth Oslo and, if begun, may be ended at any time, but it must end no later than 30 days after that date. Stabilisation may result in a price of the shares that is higher than might otherwise prevail, and the price may reach a level that cannot be maintained on a permanent basis.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from 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 have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate shares corresponding to an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to Regulation (EU)2017/1129, the Norwegian Securities Trading Act and other applicable regulations are available.
Completion of the Private Placement is conditional upon (i) all necessary corporate resolutions for consummating the Private Placement being validly made by the Company and the selling shareholder, including without limitation relevant approvals and resolutions by the Board of Directors and the Company's general meeting, (ii) the allocated Offer Shares having been fully paid and (iii) the New Shares having been validly issued (by registration of the share capital increase pertaining to the issuance of the New Shares in the Norwegian Register of Business Enterprises) and delivered in the VPS.
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 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.
Måsøval was founded by Edvin Måsøval and sons, Karsten and Bjørn, in 1973 and is a pioneering salmon farming. The Company is currently fully owned by Måsøval Eiendom AS, who will continue as a majority shareholder also after the Listing. The Company operates an attractive license portfolio of 12,100 tonnes maximum allowable biomass (“MAB”) in one of the best farming areas in Norway and was one of the largest purchasers in last year’s license auction, where the Company acquired 2,000tonnes additional MAB.
Måsøval intends, in connection with the Listing, to raise capital to support the financing of several organic and inorganic growth initiatives. Including, but not limited to, the recent:
· Acquisition and roll-up of minority stakes in the existing operated assets, Måsøval Fishfarm AS and Gunnar Espenes Fiskeoppdrett AS
· Acquisition of one license from PureFarming AS
· Acquisition of a 65% stake in an experienced sales organization and processor, Pure Norwegian Seafood AS
Advisers:
Carnegie, DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets are acting as Joint Global Coordinators and Joint Bookrunners in respect to the Offering and Listing. Advokatfirmaet Thommessen is acting as legal counsel to the Company. Schjødt is acting as legal counsel to the Managers.
For additional information please contact:
Asle Rønning (CEO), +47 918 09 043
Gunnar Aftret, CFO,
+47 91377 389,
Important information
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 bylaw 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 theUnited 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 its securities in theUnited States or to conduct a public offering of securities in the UnitedStates. 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 EEAMember State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the ProspectusRegulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "ProspectusRegulation" 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 Article19(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 maybe 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 operates, theCompany'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 Global Coordinators 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 GlobalCoordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.
