Agrinos AS Conducts Private Placement with Manor Investment SA, Havfonn AS, and EuroChem Group AG to Support Long-term Growth Strategy
Oslo, Norway (January 28, 2016) ― Agrinos AS (“Agrinos” or the “Company”), a global leader in biological crop nutrition products, today announces that the Company, subject to the approval by an extraordinary general meeting to be held on or about 5 February 2016, has completed a private placement of new shares with the support of long-term strategic investors Manor Investment SA ("Manor") and Havfonn AS and affiliated companies ("Havfonn"), as well as a new share issue directed towards EuroChem Group AG ("EuroChem") to support the Company’s long-term growth strategy.
As part of a private placement at a share price of NOK 4.00, Manor shall subscribe to 17,800,000 new shares and Havfonn shall subscribe to 4,450,000 new shares (the “Private Placement”). Additionally, EuroChem shall subscribe for 22,250,000 new shares in Agrinos at a share price of NOK 4.00 (the “EuroChem Share Issue”).
EuroChem will also be granted an option, in the form of warrants, to make an additional investment over the next 24 months through subscription of up to 32,633,333 of additional Agrinos shares.
The net proceeds from the EuroChem Share Issue and the Private Placement will be used to support Agrinos’ business plan execution including focused growth in core geographies and research and development efforts in a second generation of innovative biological crop input products.
The EuroChem Share Issue is further regulated in an investment agreement entered into by and among the Company, Manor, Havfonn and EuroChem. Pursuant to the investment agreement, the Company and Manor have given certain warranties to EuroChem.
As part of the investment agreement, the Senior Convertible Bond issued in December 2014 (ISIN no NO 001 072476.8) is expected to be converted at a share price of NOK 4.00. The conversion is anticipated to take place at a later date in 2016 following the expiration of warranties from Manor to EuroChem.
The EuroChem Share Issue and Private Placement are subject to approval by Agrinos extraordinary general meeting to be held on or about 5 February 2016. Manor and Havfonn have undertaken to vote in favor of the transactions.
The Company intends to carry out a subsequent offering of up to 11,125,000 new shares directed towards the existing shareholders of the Company as of the date of announcement of the Private Placement, as recorded in the Norwegian Securities Depositary two Business Days thereafter, who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway) require any prospectus filing, registration or similar action.
As part of the transaction, Manor, Havfonn and EuroChem have entered into a shareholders' agreement, which inter alia secures EuroChem a right to nominate one member of the Company's board of directors.
Carnegie has acted as financial adviser to the Company and DLA Piper Norway has acted as legal advisor in connection with the abovementioned transactions.
For further information, please contact:
CFO and Investor Relations
+1 817 507 6530
Agrinos is a global leader in biological crop nutrition products committed to improving the productivity and sustainability of modern agriculture. Agrinos’ range of High Yield Technology (HYT®) products helps farmers to practice profitable agriculture by providing increased crop productivity, improved efficiency of conventional fertilizer and a reduced environmental footprint.
Certified as organic and based on Agrinos’ proprietary technology, the HYT products provide benefits by strengthening the soil-based microbial ecosystem, stimulating crop development at key points in the growth cycle and boosting natural plant resistance to pathogens and threats. With solutions for a variety of crop categories, the technology comprising the HYT products has demonstrated its value in third-party trials in key agricultural regions worldwide.
This announcement contains certain forward-looking statements relating to the business, financial performance and results of the Company and/or the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words "believes", expects", "predicts", "intends", "projects", "plans", "estimates", "aims", "foresees", "anticipates", "targets", and similar expressions. The forward-looking statements contained in this announcement, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Neither the Company, nor any of their parent or subsidiary undertakings or any such person's officers or employees provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor does any of them accept any responsibility for the future accuracy of the opinions expressed in this announcement or the actual occurrence of the forecasted developments. No obligation, except as required by law, is assumed to update any forward-looking statements or to conform these forward-looking statements to our actual results.