Sistranda, 15 June 2020:
Reference is made to the announcement from Måsøval AS (“Måsøval” or the “Company”) published on 10 June 2021 regarding a contemplated Private Placement (as defined below) and admission to trading on Euronext Growth Oslo (the “Admission”).
The Company is pleased to announce that the Private Placement has been successfully placed through the allocation of 9,118,541 new shares in the Company (the “New Shares”) and 13,677,812 existing shares in the Company (the “Sale Shares”) at a price of NOK 32.90 per share (the “Subscription Price”), raising gross proceeds of approximately NOK 750 million. In addition, the Managers (as defined below) have over-allocated 2,279,635 additional existing shares (the “Additional Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”) (the “Private Placement”).
Three cornerstone investors subscribed for and were allocated Offer Shares for approximately NOK 450 million in the Private Placement: (i) ODIN Forvaltning: NOK 250 million / 7.6 million Offer Shares; (ii) Handelsbanken Fonder: NOK 125 million / 3.8 million Offer Shares; and (iii) Songa Asset Management: NOK 75 million / 2.3 million Offer Shares.
In addition, the sellers of Pure Norwegian Seafood AS, Stokkøy Skjell AS and shares in Gunnar Espnes Fiskeoppdrett AS have been allocated Offer Shares for approximately NOK 100 million, approximately NOK 20 million and approximately NOK 20 million, respectively (the “M&A Sellers”).
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, (iii) a new post-smolt facility and (iv) general corporate purposes.
The Company, Måsøval Eiendom AS, the M&A Sellers and members of the Company's board of directors and management have entered 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 12 months, after the commencement of trading in the shares on Euronext Growth Oslo.
Måsøval Eiendom AS has granted 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 on Euronext 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 Euronext Growth 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.
Completion of the Private Placement is subject to (i) the allocated Offer Shares having been fully paid and (ii) 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.
There will be in total 107,918,541 shares in issue in Måsøval following the issuance of the New Shares, each with a nominal value of NOK 0.25, resulting in a post-money market capitalisation of the Company of approximately NOK 3,550 million based on the Subscription Price.
Notification of allocation to investors is expected to be communicated on or about 15 June 2021. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 17 June 2021 following the registration of the new share capital in the Norwegian Register of Business Enterprises and the issuance of the new shares in VPS. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
Payment and delivery of Offer Shares to the M&A Sellers (approx. NOK 140 million) and the employees of the Company (approx. NOK 12 million) will be made on or about 1 July 2021. The Company has applied, and expects, subject to the conditions for completion of the Private Placement being fulfilled and necessary approvals from the Oslo Stock Exchange, to have its shares admitted to trading on Euronext Growth Oslo.
The first day of trading on Euronext Growth Oslo is expected to be shortly after completion of the Private Placement and is currently anticipated to be on or about 17 June 2021.
Carnegie, DNB Markets, a part of DNB Bank ASA (“DNB Markets”), 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, firstname.lastname@example.org
Gunnar Aftret, (CFO), +47 913 77 389, email@example.com