About Måsøval

Successful completion of NOK 825 million share issue

Sistranda, June 15, 2021

Reference is made to the stock exchange announcement from MÃ¥søval AS (“MÃ¥søval” or the “Company”) published on June 10 regarding a possible private placement (as defined below) and listing on Euronext Growth Oslo (the “Application”).

The Company is pleased to announce that the Private Placement has been completed, through allocation of 9,118,541 new shares in the company (“New Shares”) and that 13,677,812 existing shares in the Company (“Offer Shares”) at a subscription price of NOK 32.90 per share (the “Subscription Price”), with gross proceeds of approximately NOK 750 million. In addition, the Managers (as defined below) may over-allot an additional 2,279,635 shares (“Additional Shares” which, together with the New Shares and Offer Shares, constitute the “Offer Shares”) (the “Offering”).

Three cornerstone investors subscribed for and were allocated Offer Shares for approximately NOK 450 million in the Offering: (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 (“M&A Sellers”).

The net proceeds will be used to finance the Company’s growth plan, which includes (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, MÃ¥søval Eiendom AS, M&A Sellers and members of the Company’s board and management have entered into a lock-up agreement that restricts, with certain exceptions, their ability to, without consent from the Managers, offer, sell, contract or otherwise dispose of Shares in the Company for a period of 9 months from the listing on Euronext Growth Oslo.

MÃ¥søval Eiendom AS has granted DNB Markets, on behalf of the Managers (the “Stabilizing Manager”) an option to subscribe at subscription price for a number of shares corresponding to the number of Additional Shares to cover short positions that have arisen due to over-allotment. The Stabilizing Manager must do this within the first 30 days after listing on Euronext Growth Oslo. The Stabilizing Manager may (but is not obligated to) initiate stabilization in accordance with Commission Delegated Regulation (EU) 2016/1052, as incorporated into Norwegian law by the Securities Trading Act § 3-1 first paragraph, within 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 undertake stabilizing actions. Stabilization is carried out from the time the final offer price is announced, and if stabilization is implemented, it may be terminated at any time, but no later than 30 days from when the shares are admitted to trading on Euronext Growth Oslo. Stabilization may result in a share price at a higher level than would otherwise be the case, and at a level that may not be sustainable on a permanent basis.

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.

A total of 107,918,541 shares will be outstanding in Måsøval after issuance of the New Shares, each with a nominal value of NOK 0.25, giving the Company a post-offering equity value of approximately NOK 3,550 million based on the Subscription Price.

Notification of allocation of the Shares is expected to be sent to subscribers by notification from the Managers on June 15. Settlement for the Shares will be made by the Managers through delivery versus payment on or around 17. June 2021 after the new share capital is registered in the Register of Business Enterprises. The delivery-versus-payment settlement as part of the Offering is facilitated through a pre-funding agreement between the Company and the Managers.

Payment and allocation of Offer Shares to M&A Sellers (approximately NOK 140 million) and the Company’s employees (approximately NOK 12 million) will be made on or around July 1, 2021. The Company has applied for, and will, provided that the Offering is completed and approval is obtained from Oslo Børs, list the shares in the company on Euronext Growth Oslo. The first day of trading in the share on Euronext Growth is expected to occur shortly after the Offering is completed, on or around June 17, 2021.

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.

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