NOT FOR DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER
JURISDICTION IN WHICH THE DISTRIBUTION OR PUBLICATION WOULD BE UNLAWFUL.
Reference is made to the stock exchange release on 15 May 2018 regarding the
contemplated sale by Glomar AS ("Glomar") of shares in SalMar ASA (the "Share
Sale"). The Share Sale has been successfully completed. In the Share Sale, which
was significantly oversubscribed, a total of 1,063,863 SalMar shares were sold
at a price of NOK 364 per share (corresponding to a discount of 4.21% to close
price on 15 May 2018).
Following the Share Sale referred to above, Glomar AS will not own any shares in
SalMar ASA, and Kverva Industrier AS will hold 59,436,137 shares (52.46%) in
Kvarv AS, Kverva AS and Kverva Industrier AS are directly and indirectly
controlled by Gustav Witzøe who is Director of Strategic Projects and a primary
insider in SalMar ASA.
Kverva Industrier AS is represented on the Board of Directors of SalMar ASA by
Atle Eide (chairman) and Helge Moen. Atle Eide is a board member of Kverva AS
and Helge Moen is a board member of Kverva Industrier AS.
Glomar AS is a company owned by Bjørn Ivar Flatgård and his son. Bjørn Ivar
Flatgård is the chairman of Kverva AS.
DNB Markets and Nordea Bank AB (publ), filial i Norge acted as Joint Bookrunners
in the Private Placement.
This communication may not be published, distributed or transmitted in the
United States, Australia, Canada or Japan. These materials do not constitute an
offer of securities for sale or a solicitation of an offer to purchase
securities of SalMar ASA in the United States, Norway or any other jurisdiction.
The securities of SalMar ASA may not be offered or sold in the United States
absent registration or an exemption from registration under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"). The securities of SalMar
ASA have not been, and will not be, registered under the U.S. Securities Act.
Any sale in the United States of the securities mentioned in this communication
will be made solely to "qualified institutional buyers" as defined in Rule 144A
under the U.S. Securities Act and to "major U.S. institutional investors" under
SEC Rule 15a-6 to the United States Exchange Act of 1934. No public offering of
the securities will be made in the United States.
In any EEA Member State that has implemented the Prospectus Directive, this
communication is only addressed to and is only directed at qualified investors
in that Member State within the meaning of the Prospectus Directive, i.e., only
to investors who can receive the offer without an approved prospectus in such
EEA Member State. The expression "Prospectus Directive" means Directive
2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the
extent implemented in any relevant Member State) and includes any relevant
implementing measure in the relevant Member State.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are persons falling
within Article 49(2)(a) to (d) of the Order (high net worth companies,
unincorporated associations, etc.) (all such persons together being referred to
as "Relevant Persons"). These materials are directed only at Relevant Persons
and must not be acted on or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to 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.
The Joint Bookrunners are acting exclusively for Glomar and no one else and will
not be responsible to anyone other than Glomar for providing the protections
afforded to their respective clients, or for advice in relation to the contents
of this announcement or any of the matters referred to herein.
Neither the Joint Bookrunners 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 of SalMar ASA. Neither the Joint
Bookrunners nor any of their respective affiliates accepts any liability arising
from the use of this announcement.
Each of Glomar, the Joint Bookrunners and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise any
statement contained in this announcement whether as a result of new information,
future developments or otherwise.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.