This announcement is made pursuant to section 3.4 of the Oslo Børs' Continuing Obligations of stock exchange listed companies.
AKVA group ASA ("AKVA") and Centara ehf ("Centara") have today signed a share sale and purchase agreement and completed the transaction where AKVA has divested 100% of the issued and outstanding shares in its wholly-owned subsidiary Wise lausnir ehf ("Wise", and the "Wise Shares") (the "Transaction").
Parties to the transaction, transaction structure and consideration
Prior to completion of the Transaction, AKVA owns 100% of the Wise Shares. Further, Wise owns 51% of the shares in Wise Blue AS, a private limited liability company incorporated under the laws of Norway with business registration number 915 344 313 ("Wise Blue", and together with Wise, the "Wise Group"). The remaining 49% of the shares in Wise Blue are owned by two former employees of the company.
The total consideration settled by cash payment by Centara to AKVA on 25 September 2019 is Icelandic krona (ISK) 910,778,164, representing the equity value of Wise after customary net debt- and working capital adjustments. In addition, AKVA will receive a dividend, approved before the Transaction, of ISK 197,000,000, as soon as Wise has received certain confirmations from the Icelandic tax authorities. Thus, the total proceeds from the Transaction is ISK 1,107,778,164 (equivalent to approximately NOK 80,092,361 based on Norges Bank's exchange rate as of 24 September 2019). The Transaction results in an accounting gain for AKVA of NOK 21,283,000 excluding transaction costs.
The Wise Shares have been transferred from AKVA to Centara together with all rights attaching to them, free and clear of any encumbrances.
Significance of the Transaction for AKVA
The business of Wise is outside AKVA's strategic focus areas, which mainly include solutions and services to the global aquaculture industry. Although the development of Wise is positive, AKVA believes that the Transaction will strengthen AKVA by the opportunity of re-allocating capital and management resources to its core businesses. Similarly, Wise will be given the opportunity to explore its full potential together with a dedicated and focused owner.
Agreements to the benefit of board members or management in AKVA or in the Wise Group
Certain members of the management within the Wise Group have received a transaction bonus of approximately ISK 19.5 million in aggregate (equivalent to approximately NOK 1,409,850 based on Norges Bank's exchange rate as of 24 September 2019) paid by Wise Group.
Other than as set out above, and to the best of AKVA's knowledge, there are no agreements entered into, or that are planned to be entered into, in connection with the Transaction, for the benefit of senior employees or members of the board of directors of AKVA; for the senior employees or members of the board of directors of Wise or for the senior employees or members of the board of directors of Wise Blue.
Information about the Wise Group
Wise is a private limited liability company incorporated under the laws of Iceland with business registration number 630407-0870. The Wise Group is headquartered in Reykjavík, Iceland, and currently has approximately 80 employees.
The Wise Group offers a wide range of flexible and customizable enterprise reporting planning (ERP) and business management software and related services. The Wise Group has developed a significant amount of proprietary software solutions that can be packaged to create tailored platforms for its customers.
The board of directors of Wise currently consists of 1 individual, namely Hallvard Muri (chairman and sole board member). Mr. Muri has served as board member since November 2016.
The executive management of Wise currently consists of 5 individuals as set out in the table below:
| Name | Position | Employed since |
| Hrannar Erlingsson | General Manager | October 2003 |
| Jón Heiðar Pálsson | Sales and Marketing Manager | September 2004 |
| Margrét Erla Eysteinsdóttir | Director of Service and Consultancy | January 2005 |
| Sigríður Helga Hermannsdóttir | Director of R&D | December 1995 |
| Stefán Torfi Höskuldsson | Director of BI and IaaS | September 2007 |
| As of the date of this announcement, the share capital of Wise is ISK 500,000 divided on 500,000 shares, each with a par value of ISK 1. Please find below certain unaudited and audited consolidated key financial figures for the Wise Group: |
| YTD June | Year ended 31 December | |||
| In ISK thousand | 2019 | 2018 | 2017 | 2016 |
| (unaudited) | (audited) | (audited) | (audited) | |
| Operating revenue | 732,513 | 1,517,095 | 1,479,050 | 1 457,395 |
| Operating profit | 17,580 | 150,862 | 103,804 | 114,774 |
| Profit (loss) before tax | 24,233 | 157,542 | 109,190 | 122,740 |
| Profit (loss) for the period | 19,386 | 129,201 | 94,101 | 102,480 |
| Total assets | 690,890 | 615,841 | 496,687 | 476,559 |
| Total equity | 138,489 | 306,298 | 178,731 | 175,355 |
| Total liabilities | 551,901 | 309,543 | 317,956 | 301,204 |
For further information on Wise, please refer to https://www.wise.is/en/.
* * *
Dated: 25 September 2019
AKVA group ASA
Web: www.akvagroup.com
Contacts:
| Hallvard Muri | Chief Executive Officer |
| Phone: | +47 51 77 85 00 |
| Mobile: | +47 91 58 07 50 |
| E-mail: | hmuri@akvagroup.com |
| Simon Nyquist Martinsen | Chief Financial Officer |
| Phone: | +47 51 77 85 00 |
| Mobile: | +47 91 63 00 42 |
| E-mail: | snmartinsen@akvagroup.com |
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act