NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN
AUSTRALIA, CANADA, JAPAN, HONG KONG, SWITZERLANDOR THE UNITED STATESOR 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. Miami, FL, 11 August 2022Reference is made to the inventory alternate discover from Atlantic Sapphire ASA(the "Company") printed on 29 June 2022concerning the completion of a non-public placement elevating gross proceeds of roughly NOK 1,231 millionby way of issuance of new shares in the Company (the "Private Placement") and the important thing data discover dated 29 June 2022concerning a possible subsequent providing of as much as 9,000,000 new shares in the Company, every with a nominal worth of NOK 0.10(the " Offer Shares" and the "Subsequent Offering"). Reference is moreover made to the authorization granted to the Board of Directors of the Company (the "Board") by a unprecedented normal assembly of the Company held on 20 July 2022(the "EGM") and the inventory alternate discover concerning approval and publication of a prospectus by the Norwegian Financial Supervisory Authority, launched on 10 August 2022. The Private Placement consisted of two tranches, one tranche of 18,000,000 new shares ("Tranche 1") and one tranche of 42,060,976 new shares ("Tranche 2"). The share capital improve pertaining to the brand new shares in Tranche 1 have been permitted by the Board on 29 June 2022and have been issued in the VPS on the unusual ISIN of the Company's shares. The share capital improve pertaining to the brand new shares in Tranche 2 have been permitted by the EGM on 20 July 2022and have been issued in the VPS on a separate ISIN, pending approval and publication of an inventory prospectus. The Company has ready a prospectus for the itemizing of the Tranche 2 shares and for finishing up the Subsequent Offering (the "Prospectus"). The Prospectus was permitted by the Norwegian Financial Supervisory Authorityon 10 August 2022, and was printed on the following web sites on the identical day, www.dnb.no/emisjoner, www.arctic.com/secno/en/choices and on the web site of the Company (https://atlanticsapphire.com/investor-relations/). Further details about the Subsequent Offering The Board has resolved to provoke the Subsequent Offering. The Subsequent Offering consists of a suggestion of as much as 9,000,000 new shares at a subscription worth of NOK 20.50per Offer Share (the "Subscription Price") directed in the direction of Eligible Shareholders (as outlined beneath), thereby elevating gross proceeds of up to NOK 184.5 million. The Subscription Price in the Subsequent Offering is equal to the subscription worth in the Private Placement. The Subsequent Offering is directed in the direction of the shareholders in the Company as of 28 June 2022, as registered in the VPS on 30 June 2022(the "Record Date"), who (i) weren't included in the pre-sounding part of the Private Placement, (ii) weren't allotted Offer Sharesin the Private Placement, and (iii) aren't resident in a jurisdiction the place such providing could be illegal or, for jurisdictions apart from Norway, would require any prospectus, submitting, registration or comparable motion (the "Eligible Shareholders"). Eligible Shareholders will, based mostly on their registered holding in the VPS on the finish of the Record date, be granted non-tradable subscription rights (the "Subscription Rights") to subscribe for and be allotted Offer Sharesin the Subsequent Offering. The Company will concern 0.15924 Subscription Rights per 1 (one) Share held in the Company registered as held on the Record Date. The quantity of Subscription Rights issued to every Eligible Shareholder will likely be rounded right down to the closest complete quantity of Subscription Rights with out compensation to the holder. Each Subscription Right grants the holder the best to subscribe for and be allotted 1 (one) Offer Share in the Subsequent Offering. Oversubscription will likely be permitted. Subscription with out Subscription Rights won't be permitted. The subscription interval in the Subsequent Offering will start at the moment, on 11 August 2022at 09:00 (CEST) and can shut on 24 August 2022at 16:30 (CEST). Allocation of the Offer Shares is predicted to happen on 25 August 2022, and the fee for the Offer Shares allotted to a subscriber is predicted to fall due on 29 August 2022. The Company expects that the share capital improve pertaining to the Subsequent Offering will likely be registered with the Norwegian Registerof Business Enterprises(Nw: Foretaksregisteret) on or about 1 September 2022and that the Offer Shares will likely be delivered to the VPS accounts of the subscribers to whom they're allotted on or about 2 September 2022, topic to well timed fee of the combination Subscription Price by the subscriber. The completion of the Subsequent Offering is topic to the next situations; (i) the Board resolving the mandatory company resolutions to hold out the Subsequent Offering, together with the decision to concern the Offer Shares, and (ii) that the share capital improve associated to the issuance of the Offer Shares being registered with the Norwegian Registerof Business Enterprises. The Company reserves the Right to withdraw or cancel the Subsequent Offering at any time and for any cause earlier than completion of the Subsequent Offering. If the Subsequent Offering is withdrawn or not carried out, all subscriptions for Offer Shareswill likely be disregarded and any funds for Offer Shareswill likely be returned to the subscribers with out curiosity or some other compensation. The full phrases and situations of the Subsequent Offering, and additional details about the Company, is out there in the Prospectus. DNB Markets, a component of DNB Bank ASA, acts as Sole Global Coordinator and Joint Bookrunner and Arctic Securities ASacts as Joint Bookrunner in the Subsequent Offering (collectively, the "Managers"). Advokatfirmaet CLP DAis appearing as authorized advisor for the Company in reference to the Subsequent Offering. Advokatfirmaet BAHR ASis appearing as authorized advisor for the Managers in connection with the Subsequent Offering. For additional data, please contact: Johan E. Andreassen Chairman, Atlantic Sapphire ASA, and CEO, Atlantic Sapphire USA LLC; Karl Øystein Øyehaug Managing Director, Atlantic Sapphire ASA, and Chief Financing Officer, Atlantic Sapphire USA LLC[email protected] This data is topic to the disclosure necessities pursuant to the Norwegian Securities Trading Act part 5-12. About Atlantic Sapphire ASA Atlantic Sapphireis pioneering Bluehouse® (land-raised) salmon farming, regionally, and reworking protein manufacturing, globally. Atlantic Sapphirehas been working its innovation heart in Denmarksince 2011 with a robust focus on R&D and innovation to equip the Company with the know-how and procedures that allow the Company to commercially scale up manufacturing in finish markets shut to the buyer. In the US, the Company has recognized and obtained the requisite permits to assemble its Bluehouse® in the best location in Homestead, Florida, simply south of Miami. The Company has accomplished Phase 1 development, which supplies the capability to reap roughly 10,000 tons (HOG) of salmon yearly. The Company accomplished its first business harvest in the US in September 2020. Atlantic Sapphireis at the moment setting up its Phase 2 enlargement, which is able to carry complete annual manufacturing capability to 25,000 tons, and has a focused harvest quantity in 2031 of 220,000 tons. Important data The launch just isn't for publication or distribution, in complete or in half straight or not directly, in or into Australia, Canada, Japan, Hong Kong, Switzerlandor the United States(together with its territories and possessions, any state of the United Statesand the District of Columbia). This launch is an announcement issued pursuant to authorized data obligations, and is topic of the disclosure necessities pursuant to part 5-12 of the Norwegian SecuritiesTrading Act. It is issued for data functions solely, doesn't purport to be full or full and doesn't represent or kind half of any supply or solicitation to buy or subscribe for securities, in the United Statesor in some other jurisdiction the place such supply of solicitation is illegal. The securities talked about herein haven't been, and won't be, registered beneath the United States Securities Act of 1933, as amended (the "US Securities Act"), or beneath the relevant securities legal guidelines of Australia, Canadaor Japan. The securities is probably not provided or bought in the United Statesbesides pursuant to an exemption from the registration necessities of the US Securities Act. The Company doesn't intend to register any portion of the providing of the securities in the United Statesor to conduct a public providing of the securities in the United States. Copies of this announcement aren't being made and is probably not distributed or despatched into Australia, Canada, Japanor the United States. The concern, subscription or buy of shares in the Company is topic to particular authorized or regulatory restrictions in sure jurisdictions. Neither the Company nor the Managers assume any duty in the occasion there's a violation by any particular person of such restrictions. In any EEA Member State, this communication is just addressed to and is just directed at certified buyers in that Member State throughout the which means of the Prospectus Regulation, i.e., solely to buyers who can obtain the supply with out an permitted prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (along with any relevant implementing measures in any Member State). In the United Kingdom, this communication is just addressed to and is just directed at "certified buyers" throughout the which means of Regulation (EU) 2017/1129 because it types half of the legal guidelines of the United Kingdomby advantage of the European Union(Withdrawal) Act 2018 (together with any statutory devices made in train of the powers conferred by such act) who (i) are funding professionals falling inside Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are individuals falling inside Article 49(2)(a) to (d) of the Order (excessive internet price corporations, unincorporated associations, and so forth.) (all such individuals collectively being known as "Relevant Persons"). These supplies are directed solely at Relevant Persons and should not be acted on or relied on by individuals who aren't Relevant Persons. Any funding or funding exercise to which this announcement relates is out there solely to Relevant Persons and will likely be engaged in solely with Relevant Persons. Persons distributing this communication should fulfill themselves that it's lawful to take action. Matters mentioned in this announcement could represent forward-looking statements. Forward-looking statements are statements that aren't historic details and could also be recognized by phrases akin to "anticipate", "imagine", "proceed", "estimate", "count on", "intends", "could", "ought to", "will" and comparable expressions. The forward-looking statements in this launch are based mostly upon varied assumptions, many of that are based mostly, in flip, upon additional assumptions. Although the Company believes that these assumptions have been cheap when made, these assumptions are inherently topic to vital identified and unknown dangers, uncertainties, contingencies and different vital components that are tough or unattainable to foretell and are past its management. Such dangers, uncertainties, contingencies and different vital components might trigger precise occasions to vary materially from the expectations expressed or implied in this launch by such forward-looking statements. The data, opinions and forward-looking statements contained in this announcement communicate solely as at its date and are topic to alter with out discover. This announcement is made by, and is the duty of, the Company. The Managers are appearing completely for the Company and nobody else and won't be accountable to anybody apart from the Company for offering the protections afforded to their respective shoppers, or for recommendation in relation to the contents of this announcement or any of the issues referred to herein. The Managers and their respective associates disclaim any obligation or enterprise to replace, assessment or revise any forward-looking assertion contained in this announcement whether or not in consequence of new data, future developments or in any other case. The distribution of this launch could in sure jurisdictions be restricted by regulation. Persons into whose possession this launch comes ought to inform themselves about and observe any such restrictions. Any failure to adjust to these restrictions could represent a violation of the securities legal guidelines of any such jurisdiction. Neither the Managers nor any of their respective associates makes any illustration or guarantee, specific or implied, as to the accuracy and completeness of this announcement (or whether or not any data has been omitted from the announcement) or as to some other data referring to the Company its subsidiaries or related corporations, whether or not written, oral or in a visible or digital kind, and howsoever transmitted or made accessible or for any loss howsoever arising from any use of this announcement or its contents or in any other case arising in connection therewith, and none of them accepts any duty for the contents of this announcement or any issues referred to herein. This announcement is for data functions solely and isn't to be relied upon in substitution for the train of unbiased judgment. It just isn't supposed as funding recommendation and not at all is it for use or thought of as a suggestion to promote, or a solicitation of a suggestion to purchase any securities or a advice to purchase or promote any securities of the Company. Neither the Managers nor any of their respective associates accepts any legal responsibility arising from the use of this announcement. In reference to any providing of the shares, the Managers and any of their associates appearing as an investor for their very own account could take up as a principal place in any shares and in that capability could retain, buy or promote for their very own accounts such shares. In addition, they might enter into financing preparations and swaps with buyers in reference to which they could every now and then purchase, maintain or dispose of shares. They don't intend to disclose the extent of any such funding or transactions in any other case than in accordance with any authorized or regulatory obligation to take action.
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