Reference is made to the stock exchange announcement from NTS ASA ("NTS") published today with regards to the agreement with Måsøval Eiendom AS and Måsøval Fishfarm AS ("Måsøval") and Havbruksinvest AS (" Havbruksinvest ") on the purchase of shares in Norway Royal Salmon ASA ("NRS")
Midt-Norsk Havbruk AS ("MNH"), a company 100 % owned by NTS, has today entered into an agreement to purchase 5,573,111 shares in NRS at a price of NOK 209 per share, with settlement in the form of a transfer of 26,806,747 consideration shares in Ice Fish Farm AS ("ICE") at a price of NOK 43.45 per share. MNH is entitled to an additional remuneration with regards to additional license volume in Ice Fish Farm AS. If Ice Fish Farm AS achieves a license volume by 31.12.2022, including existing licenses, of a minimum of 24,000 tonnes, Måsøval will pay an additional fee of NOK 150 million.
MNH has also entered into an agreement to purchase 1,051 shares in Havbruksinvest, corresponding to 15.8 % of the shares in Havbruksinvest. Havbruksinvest owns 9.7% of the shares in NRS.
Following the completion of the transaction, Måsøval has sold and MNH bought 5,573,111 shares in NRS, corresponding to 12.8% of the shares in NRS. In addition, NTS owns 7,066,917 shares in NRS, corresponding to 16.2% of the shares and votes in NRS. Following the completion of the transaction, NTS (directly and indirectly through the ownership of 100% of the shares in MNH) will own 12,640,028 shares in NRS, which corresponds to 29.4% of the total outstanding shares and votes in NRS (after deduction of treasury shares in NRS).
Following the purchase of the shares in NRS, NTS will on a consolidated basis together with 150,000 shares owned by Gåsø Næringsutvikling AS (a company controlled by Helge Gåsø, board member and largest sole owner in NTS) control 12,790,027 shares in NRS, corresponding to 29.8% of the outstanding shares and votes in NRS (after deduction of treasury shares). NTS has assessed that there is no basis for consolidation with the shareholding in NRS which is owned by Havbruksinvest AS, but will seek to clarify this with the Oslo Stock Exchange in the period up to the completion of the transactions. If it should be concluded that there is a basis for consolidation, NTS will control 39% of the shares in NRS, and thus trigger an offer obligation pursuant to the Securities Trading Act §§6-5, cf. 6-1. In such a case, NTS does not intend to make a mandatory offer, but will instead sell shares to be in accordance with the limits that apply under the Securities Trading Act § 6-9. NTS is represented on the board of NRS through its ownership of shares in NRS, and the transaction therefore entails a duty to notify pursuant to section 4-2 of the Securities Trading Act.
This notification has also been submitted pursuant to the Securities Trading Act §4-3.
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