Sistranda, June 10, 2021 – Måsøval AS (“Måsøval” or “the Company”), a pioneer in the Norwegian salmon industry, today announced a planned issue of up to approximately NOK 825 million in new and existing shares in the Company (“the Issue”) and a subsequent listing of the Company’s shares on Euronext Growth Oslo (“the Listing”).

Måsøval AS has engaged Carnegie, DNB Markets, part of DNB Bank ASA (“DNB Markets”), and SpareBank 1 Markets as arrangers and Joint Bookrunners for the issue and listing (“the Arrangers”).

The Share Issue:

The subscription price per offer share is set at NOK 32.90 (“the Subscription Price”), which corresponds to an equity value before the issue of the Company of approximately NOK 3,250 million based on the Company’s 98,800,000 shares.

The issue will consist of i) an initial issue of up to 9,118,541 new shares, which will provide the Company with issue proceeds of up to NOK 300 million (“the Initial Issue”) (“New Shares”) and ii) a secondary issue of up to 13,677,812 existing shares in the parent company Måsøval Eiendom AS (“Offer Shares”). There will be an option for over-subscription of up to 2,279,635 existing shares (corresponding to 10% of the total number of New Shares and Offer Shares that are part of the Issue) (“Additional Shares”, together with New Shares and Offer Shares, “the Issue Shares”) to facilitate price stabilization during the first 30 days after the Listing.

The proceeds will be used to finance the Company’s growth plan, including (i) investments to utilize recently acquired capacity, (ii) acquisitions in Q1-2021 (described below), (iii) a new post-smolt facility and (iv) general operations.

The Company has received significant interest from investors during preliminary meetings, and three cornerstone investors have, subject to certain conditions, agreed to subscribe for shares worth approximately NOK 450 million at the following Subscription Price:

(i) ODIN Forvaltning for NOK 250 million;

(ii) Handelsbanken Fonder for NOK 125 million; and

(iii) Songa Asset Management for NOK 75 million

Additionally, Pure Seafood AS has pre-committed to subscribe for Offer Shares for a minimum of NOK 40 million. 

Timeline and subscription period:

The subscription period starts today, June 10, 2021, at 09:00 CEST and ends on June 14, 2021, at 16:30 CEST. The Managers and the Company may at any time decide to close or extend the subscription period. If the subscription period is shortened or extended, the dates mentioned here will be adjusted accordingly.

Måsøval has applied for listing on Euronext Growth Oslo, subject to a successful share issue and necessary approvals from Oslo Børs. The first day of trading on Euronext Growth Oslo is expected to be shortly after the completed share issue, around June 17, 2021.

Måsøval Eiendom AS is expected to grant DNB Markets, on behalf of the arrangers (the “Stabilizing Manager”), an option to subscribe for a number of shares at the subscription price corresponding to the number of Additional Shares to cover short positions that have arisen due to over-subscription. The Stabilizing Manager must do this within the first 30 days after the listing on Euronext Growth Oslo. The Stabilizing Manager may (but is not obligated to) initiate stabilizations in accordance with the Commission’s Delegated Regulation (EU) 2016/1052, as incorporated into Norwegian law by the Securities Trading Act § 3-1 first paragraph, during the first 30 days after the first listing day on Euronext Growth Oslo, with a view to supporting the market price. However, there is no guarantee that the Stabilizing Manager (or persons acting on behalf of the Stabilizing Manager) will take stabilizing actions. Stabilization is carried out from the time the final offer price is published, and if stabilization is initiated, it may be terminated at any time, but no later than 30 days from the shares being admitted to listing on Euronext Growth Oslo. Stabilization may result in a share price at a higher level than might otherwise be the case, and a level that may not be sustainable on a permanent basis.

The Share Issue will be directed at Norwegian and international investors, in each case subject to applicable exemptions from prospectus requirements and any other notification and registration requirements in the relevant jurisdiction, and subject to other selling restrictions. The minimum subscription and allocation in the Share Issue is set to the number of shares corresponding to a total subscription amount in NOK equivalent to at least EUR 100,000. The Company may, at its sole discretion, offer and allocate Shares with a subscription amount corresponding to less than EUR 100,000 to the extent exemptions from prospectus requirements under the Securities Trading Act with associated regulations, or equivalent regulations in other jurisdictions, apply.

The completion of the Share Issue is conditional upon (i) all necessary approvals regarding the completion of the Share Issue being obtained from the Company and selling shareholders, including necessary approvals and resolutions from the board and general meeting, (ii) the offered shares being fully paid, and (iii) the New Shares being validly and legally issued (through registration of the share capital increase by subscription of New Shares in the Norwegian Register of Business Enterprises) and transferred through VPS.

The Company reserves the right to at any time, for any reason, cancel or modify the terms of the Share Issue. Neither the Company nor the Managers will be responsible for any losses incurred by applicants if the Share Issue is cancelled, regardless of the reason for cancellation.

About Måsøval:

Måsøval was founded by Edvin Måsøval and his sons Karsten and Bjørn in 1973 and is a pioneer company in the Norwegian aquaculture industry. The company is wholly owned by Måsøval Eiendom AS, which will continue to be the majority owner even after the stock exchange listing. The company holds an attractive concession portfolio with a total of 12,100 tonnes of maximum permitted biomass (“MTB”) in one of Norway’s very best areas for salmon farming. At the last annual auction, the Company was one of the largest buyers, acquiring an additional 2,000 tonnes of MTB.    

In connection with the stock exchange listing, the Company wishes to raise capital to finance several organic and non-organic growth projects, including, but not limited to, the following:

· Acquisition and buyout of minority shareholders in the existing operating companies Måsøval Fishfarm AS and Gunnar Espenes Fiskeoppdrett AS

· Acquisition of a license from Pure Farming AS

· Purchase of 65% of the shares in the well-established sales and processing company Pure Norwegian Seafood AS

Advisers and managers:

Carnegie, DNB Markets, a part of DNB Bank ASA, and SpareBank 1 Markets are acting as Managers and Joint Bookrunners in connection with the Share Issue and the Listing. Advokatfirmaet Thommessen is the Company’s legal adviser. Schjødt is the Managers’ legal adviser.

For other inquiries, 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.