Launch of mandatory offer to acquire all shares in NTS ASA

22 Nov 2022 16:53 CET

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, HONG
KONG, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD
BE UNLAWFUL

Frøya, 22 November 2022

Reference is made to the recommended voluntary offer by SalMar ASA (“SalMar” or
the "Offeror") to acquire all outstanding shares in NTS ASA (“NTS”) (the
"Voluntary Offer"), made pursuant to the offer document dated 17 March 2022 and
subsequent stock exchange announcements, including the settlement notification
on 31 October 2022.

Following settlement of the Voluntary Offer, the Offeror owns 66,235,009 shares
in NTS, equalling approximately 52.69% of the total outstanding share capital
and votes in NTS, and has thereby triggered an obligation to make a mandatory
offer for all the remaining shares in NTS in accordance with chapter 6 of the
Norwegian Securities Trading Act. Accordingly, SalMar is today launching a
mandatory offer to acquire all outstanding shares in NTS that are not already
owned by SalMar (the "Offer").

The terms and conditions of the Offer are set out in an offer document prepared
by SalMar dated 22 November 2022 (the "Offer Document"). The Oslo Stock Exchange
has in its capacity as take-over supervisory authority in Norway, pursuant to
section 6-14 of the Norwegian Securities Trading Act, reviewed and on 22
November 2022 approved the Offer Document and the Offer.

The main terms of the Offer are:

- Offer Price: NOK 75.48184 in cash per share in NTS.

- Offer Period: From 09:00 hours (CET) on 23 November 2022 to 16:30 (CET) on 21
December 2022. The offer period may be extended by up to two weeks.

- Settlement: In NOK no later than two weeks after expiry of the offer period.

The Offer may only be accepted on the basis of the Offer Document, which will be
distributed to the shareholders in NTS as registered in Euronext Securities Oslo
(the Norwegian Central Securities Depository, VPS) as of the date of the Offer
Document, except for shareholders in jurisdictions where it may not be lawfully
distributed.

Arctic Securities AS is acting as receiving agent for the Offer. Subject to
regulatory restrictions in certain jurisdictions, the Offer Document is also
available at the following webpage: www.arctic.com/offerings , and may be
obtained free of charge during ordinary business hours at the offices of the
receiving agent, Arctic Securities AS, Haakon VIIs gate 5, 0161 Oslo, Norway.

Arctic Securities AS acts as financial advisor and receiving agent and
Advokatfirmaet BAHR AS acts as legal advisor to SalMar ASA in connection with
the Offer.

For further information, please contact:
Håkon Husby, Head of IR SalMar
Tel: +47 936 30 449
Email: hakon.husby@salmar.no

This information is information required to be made public pursuant to section
5-12 of the Norwegian Securities Trading Act

About SalMar

SalMar is one of the world's largest and most efficient producers of salmon. The
group has farming operations in Central Norway, Northern Norway and Iceland, as
well as substantial harvesting and secondary processing operations in Norway, at
InnovaMar in Frøya, InnovaNor in Senja and Vikenco in Aukra. In addition, the
company is operating within offshore aquaculture through the company SalMar Aker
Ocean. SalMar also owns 50% of the shares in Scottish Sea Farms Ltd.

See www.salmar.no for more information about SalMar.

***

The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
When published, the Offer Document and related acceptance forms will not and may
not be distributed, forwarded or transmitted into or within any jurisdiction
where prohibited by applicable law, including, without limitation, Canada,
Australia, New Zealand, South Africa, Hong Kong and Japan. The Offeror does not
assume any responsibility in the event there is a violation by any person of
such restrictions. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.

This announcement is not a tender offer document and, as such, does not
constitute an offer or the solicitation of an offer to acquire the Shares.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.

Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a
U.S. securities exchange and that the Company is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made to holders of Shares resident in the United States ("U.S.
Holders") on the same terms and conditions as those made to all other holders of
Shares of the Company to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the Company's other
shareholders to whom an offer is made. The Offer will be made by the Offeror and
no one else.

The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation
14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in
accordance with the requirements of Norwegian law. Accordingly, the Offer will
be subject to disclosure and other procedural requirements, including with
respect to the offer timetable, settlement procedures and timing of payments,
that are different from those that would be applicable under U.S. domestic
tender offer procedures and law.

Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the
Offeror and its affiliates or brokers (acting as agents for the Offeror or its
affiliates, as applicable) may from time to time, and other than pursuant to the
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares outside the United States during the period in which the Offer remains
open for acceptance, so long as those acquisitions or arrangements comply with
applicable Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to purchase is made
public in Norway, such information will be disclosed by means of an English
language press release via an electronically operated information distribution
system in the United States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to the Offeror
may also engage in ordinary course trading activities in securities of the
Company, which may include purchases or arrangements to purchase such
securities.

Neither the SEC nor any securities supervisory authority of any state or other
jurisdiction in the United States has approved or disapproved the Offer or
reviewed it for its fairness, nor have the contents of the Offer Document or any
other documentation relating to the Offer been reviewed for accuracy,
completeness or fairness by the SEC or any securities supervisory authority in
the United States. Any representation to the contrary is a criminal offence in
the United States.

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