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.

Måsøval AS: NOK 825 million Private Placement successfully placed

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.

Advisors:

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
Asle.ronning@masoval.no

Gunnar Aftret, CFO, 
+47 913 77 389, 
gunnar@masoval.no

Important information 

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 its 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 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 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 document.

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 Joint Global Coordinators 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 Joint Global Coordinators nor any of their respective affiliates accepts any liability arising from the use of this announcement.