A second extraordinary general meeting in conjuction with the convertible bond issue
Update: A second extraordinary general meeting in conjuction with the convertible bond issue is to be held on Tuesday 25 October 2022 at 09.00 (CEST)
The general meeting has previously in its extraordinary general meeting of 13 October 2022 (the "EGM") resolved to (i) issue a convertible loan and (ii) to grant the board of directors authority to issue convertible loans.
The Company has now completed the placement of NOK 250 million subordinated convertible bonds due 2025 for the purpose of continuing the construction of the RAS-facility in Japan, with payments due to contractors shortly in connection with partial take-over, and for general corporate purposes.
Since the date of such EGM, the Company together with ABG Sundal Collier ASA and Pareto Securities AS have made certain amendments to the bond terms, the key change being a change of the conversion rate from NOK 6 to NOK 5, and the Company has thereafter succeeded in completing the full placement of MNOK 250 in Convertible Bonds.
This necessitates a final approval of the updated bond terms, and a new invitation to a new extraordinary general meeting to vote on a new proposed resolution.
Documents to consider for EGM (more will be added as soon as they are completed):
The extraordinary general meeting will be held as a Microsoft Teams meeting. If you wish to attend the meeting, send your name and the number of shares you represent to ir@proximar.com within Monday 24 October 16.00 (CEST).
Financing and operational update:
Proximar continues to be on track with construction of the 5,300 tons land-based salmon farming facility in Japan and is progressing towards first egg inlays in October and first harvest in medio 2024. As per 1 September 2022 approximately 67% of the civil works has been completed.
Approximately 95% of the construction and equipment costs are based on fixed price contracts and construction is progressing on time and on budget. Recent currency effects have increased the projected total capex by approximately NOK 15 million, while total project expenditure estimate until first harvest has increased by an additional NOK 55 million to approximately NOK 1,425 million due to increased cost of feed, electricity and financing, as well as currency effects. NOK 690 million has been invested to date.
Proximar will within short take delivery of the Hatchery and Nursery facility representing a major milestone and thus initiating salmon production in accordance with the communicated project timeline. Proximar’s total remaining financing need for Stage I production is estimated to NOK 735 million of which NOK 190 million is due in October in connection with the take-over and operational start-up. An additional NOK 110 million is needed to secure financing to the end of March 2023, thus bringing the total financing requirement to NOK 300 million.
The Company hereby announces its plans to solve its near term liquidity requirements by a combination of increasing its debt facility by approximately NOK 50 million and a contemplated NOK 250 million Convertible Bond (the “Convertible Bond”).
The Convertible Bond is structured as a 3-year subordinated convertible bond with a conversion price of NOK 6 per share and a coupon of 7%. Should the Company carry out a share issue of more than NOK 50 million, the bondholders have the right to convert at a lower strike if the price in a potential share issue is set lower than the NOK 6 strike price. Key existing shareholders have indicated strong interest in participating in the Convertible Bond and have pre-committed to subscribe for a total of more than NOK 150 million.
Additionally, and as referred to above, approximately NOK 50 million will be raised through increasing the existing debt financing from the Japanese financing institution JA Mitsui Leasing Ltd. (“JAML”). Grieg Kapital, the main guarantor for the loan, has agreed to increase its guarantee commitments by NOK 50 million which is subguaranteed by Grieg Kapital and Daimyo AS. In connection with the facility increase, JAML and more than 90% of the guarantors have agreed to extend the maturity to 31 March 2024, with possible extension to end of 2024. The facility increase is subject to formal credit approval at JAML.
The remaining NOK 435 million capital need to complete Stage I and take it to first harvest is expected to be solved through a combination of long term debt with Japanese banks, and a minor equity raise closer to project completion. The financing process with the Japanese banks is progressing with advanced discussions on both a construction loan and long term financing. An updated indicative term sheet for the long-term financing has been received, with conclusion expected in Q4 2022.
The Company will convene a general meeting of its shareholders to be held on or around 13 October 2022 (the “GM”) to seek shareholders’ approval of the Board of Directors' resolution to make the Convertible Bond convertible into shares in the Company. The Company’s three largest shareholders (the Grieg Family, the Nielsen Family and Daimyo Invest AS) representing approximately 36.5% of the shares, have irrevocably committed to vote in favour of the Convertible Bond.
Company update:
The Company has since March 2021 been constructing it’s first land-based salmon farm just outside Tokyo, Japan. With fixed price contracts and strong partners such as Daiwa House Ltd and AquaMaof, the construction has developed according to expectations. The Hatchery and Nursery is now being completed, with equipment installation works ongoing.
Proximar is now well prepared for the operational start-up in October 2022 with egg inlays. First harvest is expected in medio 2024, giving Proximar a significant first mover advantage in the Japanese market. With a location close to Mt Fuji in the proximity to a huge domestic market, the company is well positioned to present to Japanese costumers the freshest Atlantic salmon, harvested the same day.
The Company has since inception had the strategy of partnering up with industry experts. During the last 6 months, a sales and distribution agreement has been signed with Marubeni Corp, securing an off-take for the entire volume for 10 years. This partnership has as expected proved valuable in discussions and progress with Japanese financial institutions, also bringing more banks to consider debt facilities.
The prices for fresh Atlantic salmon in Japan are high driven by transportation costs as all volumes are imported by air freight. This represents a large and sustainable cost advantage for Proximar. During the pandemic, followed by the geopolitical tense situation, these prices related to transportation have increased significantly. In such environment, local produce increase popularity and Proximar has seen a raising awareness of the company’s presence. Proximar, together with Marubeni, plans to position the brand in the premium segment with a corresponding price premium.
Advisors
ABG Sundal Collier ASA and Pareto Securities AS are acting as managers and bookrunners to the Company in connection with the Convertible Bond (the “Managers”). Advokatfirmaet Thommessen AS is acting as legal advisor to the Company, while Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further information, please contact:
Joachim Nilsen, CEO Proximar Seafood AS, Tel: +81 70 28 11 98 98, Email: jn@proximar.com
Pål K. Grimsrud, CFO Proximar Seafood AS, Tel: +47 99477599, Email: pkg@proximar.com
