The Board of Directors has resolved to propose a rights issue to finance Aker BioMarine ASA's ("Aker BioMarine") participation in the joint venture with Lindsay Goldberg LLC and the joint venture's acquisition of Epax Holding AS from Austevoll Seafood ASA (cf. the separate notices from Aker BioMarine of today). The proposal will be presented to Aker BioMarine's extraordinary general meeting on 24 September 2010.
The Board proposes to issue a total of 227,272,727 new shares at a subscription price of NOK 1.10 per share, giving total gross proceeds of approximately NOK 250 million. Existing shareholders as of the expiry of the date of the extraordinary general meeting will receive subscription rights that will give them preferential rights to subscribe to and be allotted new shares in the share issue. Existing shareholders will receive approximately 0.31213974 subscription rights per share they own at the time of the general meeting. Each subscription right will entitle the holder to subscribe for one new share. The subscription rights will be tradable, and will be listed on Oslo Børs before the start of the subscription period. The shares will be traded ex subscription rights from the day after the extraordinary general meeting.
Subscription rights that have not been used or sold during the subscription period, will be deleted and thus have no value. Oversubscription and subscription without subscription rights will be permitted. The subscription period will be two weeks, and is expected to start on or about 30 September 2010, subject to approval of a prospectus for the offering. Payment for the shares shall be made on the 7th trading day following the end of the subscription period. The Board of Directors may prolong the subscription period by up to two weeks.
Completion of the rights issue is conditional upon the conditions for Trygg PharmaAS' obligation to complete the purchase of shares in Epax Holding AS from Austevoll Seafood ASA being fulfilled.
The rights issue is fully underwritten by Aker Seafoods Holding AS. Arctic Securities ASA will act as manager for the rights issue.
The notice to convene the extraordinary general meeting is attached to this stock exchange notice.
Preliminary rights issue schedule:
24 September 2010
Extraordinary general meeting
24 September 2010
Last day of trading for Aker BioMarine shares including the right to receive subscription rights for the issue.
27 September 2010
First day of trading in Aker BioMarine shares excluding the right to receive subscription rights for the issue.
29 September 2010
Record date for allocation of subscription rights to shareholders registered in VPS in accordance with the shareholder register as per end of trading 24 September 2010.
30 September 2010
The prospectus will be published.
30 September 2010 to 14 October 2010 at 17:30h
30 September 2010
Trading in subscription rights commences on the Oslo Stock Exchange
14 October 2010 at 17:30h
Trading in subscription rights ends
Approximately 15 October 2010
Publication of the preliminary results of the rights issue
Approximately 20 October 2010
Allotment of new shares and distribution of allotment letters
25 October 2010
26 October 2010
First possible date for listing and commencement of trading of the new shares (registration of the share capital increase is subject to fulfillment of all conditions for Trygg Pharma's obligation to acquire Epax).
Any changes to this schedule will be announced via Oslo Børs.