Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
19.3.2025 19:54:40 CET | Andfjord Salmon | Additional regulated information required to be disclosed under the laws of a member state
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, SOUTH AFRICA, NEW ZEALAND, JAPAN OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
Reference is made to the stock exchange announcements made by Andfjord Salmon Group AS (the "Company") on 27 February 2025 regarding the successful private placement of 17,142,858 new shares in the Company (the "Private Placement"), and the potential subsequent offering of up to 1,714,286 new shares (the "Subsequent Offering") at the same subscription price as in the Private Placement (i.e. NOK 35 per share), with gross proceeds of up to approximately NOK 60 million.
The Company has prepared a national prospectus (the "Prospectus") for the Subsequent Offering, which was registered with the Norwegian Register of Business Enterprises (Norwegian: Foretaksregisteret) today, in accordance with section 7-8 of the Norwegian Securities Trading Act. Neither the Financial Supervisory Authority of Norway (Norwegian: Finanstilsynet) nor any other public authority has carried out any form of review, control, or approval of the Prospectus. The Prospectus does not constitute an EEA prospectus.
Subject to applicable securities laws, the Prospectus (including the subscription form for the Subsequent Offering) will be made available on the following websites prior to commencement of the subscription period for the Subsequent Offering: www.abgsc.com, www.arctic.com, and www.sb1markets.no.
The subscription period for the Subsequent Offering will commence on 21 March 2025 at 09:00 hours (CET) and expire on 31 March 2025 at 16:30 hours (CEST). The Subsequent Offering will, subject to applicable securities law, be directed towards shareholders in the Company as of 26 February 2025, as registered with the VPS two trading days thereafter, who were not allocated shares in the Private Placement, and who are not resident in a jurisdiction where such offering would be unlawful or (for jurisdictions other than Norway) would require any prospectus, filing, registration or similar action. A separate stock exchange announcement with further information regarding the Subsequent Offering will be published prior to commencement of the subscription period.
ABG Sundal Collier ASA, Arctic Securities AS and SpareBank 1 Markets AS act as managers for the Subsequent Offering (the "Managers"). Advokatfirmaet Schjødt AS acts as legal advisor to the Company in connection with the Subsequent Offering.
Contacts
- Bjarne Martinsen, CFO, Andfjord Salmon Group AS, +47 975 08 345, [email protected]
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. For more information, see www.andfjordsalmon.com.
IMPORTANT NOTICE
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 announcement. 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 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 in the Company. Neither the Managers nor any of their respective affiliates accepts any liability arising from the use of this announcement.