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Norcod AS: NOK 250 million private placement successfully completed
Trondheim, 5 October 2020. Reference is made to the press release from Norcod AS (“Norcod” or the “Company”) published on 30 September 2020 regarding a contemplated private placement (the “Private Placement”) and listing on Merkur Market.
Norcod is pleased to announce that the Private Placement has been successfully completed with a total transaction size of NOK 250 million through the allocation of 5 million new shares in the Company at a price of NOK 50.00 per share. Following the Private Placement, the Company will have 17,031,132 shares outstanding1.
1 Reflecting a share split in the ratio 1:2 to be completed simultaneously with the Private Placement, and issuance of 5,000,000 new shares as part of the Private Placement
The Private Placement attracted very strong interest from Norwegian and international investors, and was multiple times oversubscribed. The transaction was significantly anchored among existing shareholders in the Company who, together with selected new investors, pre-committed to apply for and be allocated for a total amount of up to NOK 180 million in the Private Placement.
The Company intends to use the net proceeds from the Private Placement 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 Company as well as members of the Company’s management and board of directors 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 six months (larger shareholders not represented on the Board of Directors or management) or twelve months (Company, members of management and the Board of Directors) respectively.
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.
Conditional allocation to investors will be communicated on or about 5 October 2020. The Private Placement will be settled by the Managers on a delivery-versus-payment basis on or about 15 October 2020, subject to timely share capital registration with Norwegian Registry of Business Enterprises. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
Norcod has applied for, and will, subject to 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 on or about 15 October 2020.
ABG Sundal Collier ASA and SpareBank 1 Markets AS are engaged as Joint Global Coordinators and Bookrunners in connection with the Private Placement and the Listing (collectively referred to as the “Managers”). Advokatfirmaet Schjødt 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
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 Managers nor any of their 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 theiraffiliates 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.