Announcement no. 2/2010 Glyvrar, 4 March 2010
NOT FOR DISTRIBUTION IN WHOLE OR IN PART IN THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
The board of directors of P/f Bakkafrost
('Bakkafrost' or the 'Company') has approved the
initial public offering (the 'IPO') expected to be
completed in connection with listing of the Company`s
shares on Oslo Børs. The terms and conditions of the
IPO will be presented in the listing and offering
prospectus (the 'Prospectus'), which is expected to
be published no later than 5 March 2010, depending on
the prior approval by Oslo Børs.
The IPO will include issuance of new shares intended
to raise gross proceeds of about NOK 82 million.
Further, the IPO will comprise minimum 14,649,752 and
maximum 18,645,271 secondary shares, plus a
potential over-allotment of up to 1,836,768 secondary
shares. P/f Føroya Banki's ('Føroya Banki') part of
the secondary shares offered is 14,649,752.
The IPO is divided into (i) an institutional offering
in which Offer Shares are being offered to
institutional investors and professional investors in
reliance on Regulation S under the Securities Act and
to qualified institutional buyers (QIBs) in the
United States in reliance on Rule 144A under the
Securities Act, (ii) a retail offering in which Offer
Shares are being offered to the public in Norway and
(iii) a retail offering in which Offer Shares are
being offered to the public in the Faroe Islands.
The Board and Føroya Banki as principal selling
shareholder has set a non-binding indicative price
range of the IPO of between NOK 27 and NOK 31 per
offer share, implying a market capitalization of
Bakkafrost prior to the proceeds from the issuance of
the new shares of between approximately NOK 1,249
million and NOK 1,433 million. The final offer price
is to be determined following a book-building process
on such terms as set forth in the Prospectus. The
final offer price may be set above, below or within
the indicative price range.
Prior to the IPO, the number of issued shares is
46,250,000, each of par value of DKK 1.
The final number of shares to be issued by the
Company and sold by the selling shareholders and the
offer price will be determined by the board and the
principal selling shareholder in collaboration with
the Managers after completion of the book building
period, expected to run from and including 8 March
2010 to 23 March 2010 at 17:30 CET. The application
period for the retail offering in Norway and the
Faroe Islands is expected to run from and including 8
March 2010 to 23 March 2010 at 14:00 CET (13:00
Faroese time). Subject to the approval by Oslo Børs
of the listing application and the Prospectus and
also subject to extension of the book building period
and the application period, it is expected that
trading in the shares on Oslo Børs will commence on
or about 26 March 2010.
Bakkafrost is the largest salmon farmer on the Faroe
Islands, with a total production of 30,650 tonnes gwt
in 2009. The Company operates licenses on 14 fish
farming sites located in 13 different fjords. The
Company has primary processing in Klaksvík and
Kollafjørð and secondary processing (VAP) in Glyvrar.
Nordea Markets and Føroya Banki have been appointed
as Joint Lead Managers and Joint Bookrunners in the
Offering and Listing of Bakkafrost. Carnegie ASA has
been appointed as Joint Lead Manager. Wiersholm and
Advokatskrivstovan act as legal advisors to
Bakkafrost.
The Prospectus will be available at the offices of
Bakkafrost, Føroya Banki, Nordea Markets and Carnegie
and at the respective parties' web pages
(www.bakkafrost.com, www.foroya.fo,
www.nordea.no/bakkafrost, www.carnegie.no)
Contacts:
Regin Jacobsen, CEO of P/f Bakkafrost: +298 23 50 01
(mobile)
Teitur Samuelsen, CFO of P/f Bakkafrost: +298 23 51
11 (mobile)
Disclaimer:
This announcement is not for distribution, directly
or indirectly, in or into the United States, Canada,
Australia or Japan. This announcement does not
constitute or form a part of any offer or
solicitation to purchase or subscribe for securities
in the United States. The Securities mentioned herein
have not been, and will not be, registered under the
United States Securities Act of 1933 (the 'Securities
Act').
The Securities may not be offered or sold in the
United States except pursuant to an exemption from
the registration requirements of the Securities Act.
There will be no public offer of securities in the
United States.
The subscription or purchase of Bakkafrost shares are
subject to specific legal or regulatory restrictions
in certain jurisdictions. Bakkafrost or the managers
assumes no responsibility in the event there is a
violation by any person of such restrictions.
This announcement is an advertisement. It is not a
prospectus, disclosure document or offering document
and does not purport to be complete. Nothing in this
announcement should be interpreted as a term or
condition of the IPO. Investors should not subscribe
for, purchase, otherwise acquire, sell or otherwise
dispose of Bakkafrost shares except on the basis of
information in the Prospectus to be published by the
company in due course in connection with the IPO
which will contain further information relating to
the company as well as a summary of the risk factors
to which any investment is subject. This announcement
does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of
any offer to acquire any securities offered by any
person in any jurisdiction in which such an offer or
solicitation is unlawful.
The distribution of this announcement and/or the
Prospectus into jurisdictions other than Norway and
the Faroe Islands may be restricted by law. Persons
into whose possession this announcement comes should
inform themselves about and observe any such
restrictions. Any failure to comply with these
restrictions may constitute a violation of the
securities laws of any such jurisdiction.
P/F Bakkafrost
Bakkavegur 9
PO Box 221
Fo-625 Glyvrar
Faroe Islands
Tel. +298 405000
Fax. +298 405009
Bakkafrost@bakkafrost.com
www.bakkafrost.com
