KVERVA: Icelandic Salmon, a subsidiary of SalMar ASA, has engaged DNB Markets, a part of DNB Bank ASA as Sole Global Coordinator and Joint Bookrunner, and Arctic Securities AS and Arion Banki hf. as Joint Bookrunners to advise on and effect a contemplated private placement of up to 5.038 million shares.
The Private Placement consists of (i) a primary offering of up to 3.756 million new shares in Icelandic Salmon to raise gross proceeds of up to approximately NOK 432 million and (ii) a secondary offering of up to 1.281 existing shares equivalent to proceeds of up to approximately NOK 147 million.
The primary offering is underwritten by Icelandic Salmon’s largest shareholders, SalMar ASA, Pactum AS, Gyda EHF and Holta Invest AS pursuant to which the underwriters have committed to underwrite the Private Placement at the Offer Price, in total approximately NOK 86.4 million.
In accordance with the underwriting agreement, the Underwriters are entitled to an underwriting commission of 1% of the respective Underwriter’s underwriting commitment.
Icelandic Salmon intends to use the net proceeds from the primary offering of the New Shares to fund growth and develop Icelandic Salmon’s value chain within existing license portfolio, including investment in the expansion of smolt capacity, upgrade processing facility (Bíldudalur), farming equipment, branding initiatives and biomass build-up.
The price per share in the Private Placement has been set to NOK 115 equivalent to a pre-money equity value of Icelandic Salmon of approximately NOK 3.06 billion based on the 26.614 million shares currently outstanding in Icelandic Salmon.
Three cornerstone investors have, subject to certain terms and conditions, committed to apply for shares for a total amount of up to NOK 345.6 million at the Offer Price as follows:
i. Gildi-lífeyrissjóður (Gildi Pension Fund), the third largest pension fund in Iceland with around NOK 47bn in assets under management and over 240 thousand fund members: NOK 216.0 million, to be allocated Offer Shares for no less than NOK 194.4 million;
ii. Stefnir Asset Management Company, one of the largest private Icelandic fund managers: NOK 97.2 million, to be allocated Offer Shares for no less than NOK 77.7 million; and
iii. Edvin Austbø through Alden AS: NOK 32.4 million, to be allocated Offer Shares for no less than NOK 21.6 million.
The Selling Shareholders in the secondary offering are: (i) Pactum AS: up to 1,000,000 shares, approximately 55% of current holding (directly and indirectly) of 1,825,862 shares (6.8%) and (ii) Gyda EHF, owned by Kjartan Olafsson (chairman of the board of directors): up to 281,518 shares, approximately 22% of current holding (directly and indirectly) of 1,281,518 shares (4.8%).
The bookbuilding period in the Private Placement commenced, 13 October 2020, at 09:00 hours (CEST) and close on 14 October 2020 at 16:30 hours (CEST).
Icelandic Salmon 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 Icelandic Salmon on Merkur Market.
The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, and is currently expected to be on or about 27 October 2020.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available 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. Icelandic Salmon 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.
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