Trondheim, 30 September 2020.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.

Norcod AS (“Norcod” or the “Company”), a first mover in the cod farming industry, has engaged ABG Sundal Collier ASA and SpareBank 1 Markets as Joint Global Coordinators and Bookrunners (collectively referred to as the “Managers”) to advise on and effect a contemplated private placement of new shares raising gross proceeds of NOK 250 million (the “Private Placement”).

The net proceeds from the Private Placement will primarily be used to support the Company’s expected significant production growth. This includes investments to secure fry access and capacity, biomass build-up, barges and other operational infrastructure, as well as general corporate purposes.

The price per share in the Private Placement has been set to NOK 50, equivalent to a pre-money equity value of the Company of approximately NOK 602 million[1]. Certain existing shareholders in the Company together with selected new investors have pre-committed to apply for and be allocated for a total amount of up to NOK 180 million in the Private Placement, including the following shareholders represented on the Board of Directors: (i) Artha Norcod A/S for NOK 113 million; (ii) Codinvest Aps for NOK 15 million; (iii) Ronja Capital AS for NOK 10 million; and (iv) CRH Holding for NOK 3 million.

The bookbuilding period in the Private Placement will commence today, 30 September 2020 at 09:00 CEST and close on 2 October at 12:00 CEST. The Managers and the Company may, however, at any time resolve to close or extend the bookbuilding period. If the bookbuilding period is shortened or extended, any other dates referred to herein may be amended accordingly.

The  Private Placement will be directed towards Norwegian  and  international  investors,  in  each  case  subject  to an exemption from offer 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 has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

Norcod has applied for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market (the “Listing”). The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and currently expected to be on or about 15 October 2020.

Completion of the Private Placement is conditional upon i) approval of the Private Placement by the Company’s board of directors, ii) approval from an Extraordinary General Meeting in the Company, currently expected to be held on or about 7 October 2020, and iii) the registration of the share capital increase in the Norwegian Business Register, and (iii) indemnification insurance in relation to the Private Placement is entered into by the Company for the benefit of the Managers, unless otherwise agreed with the Managers.

[1] Based on 12,031,132 shares outstanding (reflecting issuance of  571,428 shares that are awaiting registration in the Norwegian Register of Business Enterprises and a share split in the ratio 1:2 to be completed simultaneously with the Private Placement

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.

Norcod in brief:

 Norcod AS was established in 2018 and is a first mover in the rapidly growing cod farming industry. Located in Trondheim, the Company already have two facilities in operation and holds 9 licenses for a total volume of 6,700 tonnes MAB. The Company is involved in all stages of production, from fry to sale and distribution of fully-grown Atlantic cod, and has a well-developed value-chain ensuring strong biological control. There is significant scalability in the Company’s current value-chain to facilitate volume growth.

With prime locations in Central Norway, Norcod’s fish are farmed in their natural cold-water habitat, ensuring favourable growth conditions and contributing to fish welfare. The Company focuses on sustainable production throughout its entire farming cycle, using high marine content, sustainable feed, no antibiotic treatments and hybrid vessels that use electricity instead of diesel (expected delivery in 2021).

During 2020, the Company has stocked a total of 1.8 million individuals, with highly encouraging biological indicators observed. With the largest individuals currently weighing more than 2 kilograms, the Company expects first harvest during 2Q 2021. Furthermore, the Company foresees significant growth in harvest volumes going forward with valid applications submitted for three additional locations. Norcod targets capacity of approximately 25,000 tonnes MAB in 2025[2].

The Company has secured key strategic partnerships serving as key competitive advantages. In order to secure fry volumes a joint venture has been established with Havlandet Havbruk AS, a leading producer of fry leveraging 20+ years of R&D and know-how. Further, Norcod is backed by shareholder Sirena Group, one of the world’s largest suppliers of high quality North Atlantic seafood products globally.

 

Company highlights:

 

  • First mover advantage to become the first supplier of high quality farmed cod on a commercial scale, with first harvest expected 2Q 2021
  • Licenses for 6,700 tonnes MAB, with roadmap to reach 25,000 tonnes capacity in 20252
  • Strong biological performance on currently stocked fish with the largest individuals weighing above 2 kilograms
  • Secured access to the crucial input factor fry through joint venture
  • Unique sales and distribution capabilities ensured through majority shareholder Sirena Group
  • Strict focus on sustainability and high product quality to achieve a premium positioning
  • Experienced team with complimentary skillset, supported by key individuals from Sirena Group and specialist seafood investor Ronja Capital in the Board of Directors

 

Advisors:

ABG Sundal Collier ASA and SpareBank 1 Markets are engaged as Joint Global Coordinators and Bookrunners in connection with the Private Placement and the Listing. Advokatfirmaet Schødt AS is acting as legal advisor to the Company and Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.

For more information please contact:

Hilde R. Storhaug, Chief Executive Officer

+47 95 86 69 64

Christian Riber, Chairman of the Board of Directors

+45 40 16 42 24

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.

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.

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 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 (EU) 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 believe 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 their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, 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 make any guarantee 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 the Manager nor any of its 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 Manager nor any of its 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.

[1] Based on 12,031,132 shares outstanding (reflecting issuance of  571,428 shares that are awaiting registration in the Norwegian Register of Business Enterprises and a share split in the ratio 1:2 to be completed simultaneously with the Private Placement

[2] Reaching production volumes of 25,000 tonnes is dependent on current licenses being expanded and that applications for additional licenses are approved