Yes. Hello, and welcome to this webcast by Norway Royal Salmon ASA. Together with us today we have Ola Loe, CFO, and Klaus Hatlebrekke, Interim CEO in Norway Royal Salmon ASA, and they will give a go through of the SalmoNor acquisition, and open up for questions to be answered at the end of the call. Please use the Q&A function in Microsoft Teams to ask questions and they will do a Q&A session at the end of the call. With this, I'll leave the word to Klaus and Ola. Thank you, Henrik. We're looking forward to have this webcast where we can go through the plan of how we want to combine NRS and SalmoNor. Just go through a little bit about the history first. We were contacted in late September last year, where NTS wanted us to consider a combination of NRS and SalmoNor. We did, we had some. We started then meetings and discussions. During end of November, I think, we more or less had a clear understanding of the structure of how we wanted to do it. During December negotiations started and we finished just before Christmas with a broad view of the financial details. We informed the stock exchanges accordingly, saying that they have to look out. Also during the end of December, the lawyers started to draft the agreement, and there was still negotiations in January until we on Tuesday agreed and signed, and immediately after we announced it. SalmoNor, for those of you that don't know too much about this company, it's a very well run company in Mid Norway. Today it consists of two companies. It's the old SalmoNor and Midt-Norsk Havbruk. You can see on the lower end to the left-hand side the harvest volumes for those two companies and the combined companies. Those two companies were merged in November last year, so they just recently started to work together. We have entered into agreement to acquire the company for NOK 8.3 billion, and we estimate that the equity value will be close to NOK 6.35 billion. With this transaction, we will create the world's sixth largest salmon farmer with a potential to produce around 100,000 tons salmon in Norway and 24,000 tons in Iceland. This purchase price of NOK 6.35 billion will be financed through share considerations in NRS, 68% and 32% in cash. This cash contribution will be partially or fully financed through a private placement in NRS. We have several sources of financing and funding for this. Use our own facilities or sale of assets or a private placement. The plan is and the goal from Antares is to keep their shareholding, but there is flexibility in the agreement to look at the optimal solutions. We expect this transaction to be completed in Q2 this year. The company is a fully integrated company from smolt to harvest facilities. They have more than 21,000 tons of licenses and a good smolt capacity. They expect to increase their harvest volumes in this year and next year compared to last year. I don't know, Ola, do you have anything else there? We can talk more in details about the value chain of SalmoNor. Mm-hmm. SalmoNor, as said Klaus, is a fully integrated salmon farmer from smolt to the market. If you look at the smolt post-smolt part of the value chain, they have three smolt facilities. Åsen, they own 66% of it. It is the biggest and they have SalmoNor certificate, which they own 100% and Flatanger is owned 41% by Åsen. The Åsen certificate is newly upgraded and the upgrade will be finalized in the first quarter this year. The total annual capacity forward is expected to be 16.5 million smolt for all the three smolt facilities. The minority owners of the smolt facility will also have part of this total smolt numbers. SalmoNor is self-sufficient with the smolt also in the future. If you look at the sea farming part of the value chain, they have a total MAB of almost 21,200 tons. Most of that MAB is related to ordinary fish farming license. They also have four development licenses, which they expect to be converted to ordinary license in the first half of this year. They also have two RV licenses and a viewing license. All the licenses for the company is located in the production area seven, which is in the central part of Norway, and is a very attractive farming area together with North where we and the rest are. The new company is located in the two best production area in Norway. About the processing, they are the minority owner of SalmoSea, which is a processing company which has existed for many years, but it has been upgraded the last years, especially with closed net cages which provides further flexibility and more predictable harvesting if you have some biological issues. SalmoSea is co-owned together with Bjørøya, another fish farming company in the area. For sales, the SalmoNor have sold fish to Northern Salmon, to us and to Seaborn and to Frøy in the history. They also own 8.5% of Seaborn, which is a big Norwegian export company of salmon. The new size of the combined company give us the position that we can support customer with all size of customers and give us the position that we have more predictable volumes for the market. If you look at the performance for SalmoNor in the past, SalmoNor has outperformed the general salmon farming market in Norway. If you look to the left, you see the MAB utilization or the productivity of the company. The red bar is the old SalmoNor and the blue bar is the old Midt-Norsk Havbruk before they merged. You see that SalmoNor have a very good productivity. We expect that the merged company between Midt-Norsk and SalmoNor shall improve and the synergies shall impact that they shall improve the productivity for the new total company. We expect that this improvement will be realized in 2022 and 2023. If you look to the right-hand side, you see the EBIT per kilo. You also see here in this figure that SalmoNor, the old SalmoNor have the best profitability. We expect that this good profitability in the old SalmoNor shall also be converted or realized in the combined company with Midt-Norsk Havbruk in 2022 and 2023. For normal salmon, we have a good performance up to 2018. We have struggled a little with the profitability in the last years according to our production with the sterile salmon and also lack of available smolt to a good quality. Now, one year ago, we entered into an agreement with the Norwegian authorities that we can phase out production of sterile fish in the future. We have also built our own new smolt plant in North. Which already are in production, and we expect that plant to be complete also in the first quarter this year. For the future, we expect that we shall come back to old good profitability also in our farming operations in North in Norway. Do you have something to add to? Oh, no. I think it was quite clear. For whatever reason, the next slide is not coming up. Let's see. There. Probably gonna jump now back and forth. Mm-hmm. We do see a good potential in this transaction. Obviously, there are synergies between the old SalmoNor and Midt-Norsk Havbruk that we just merged now in November last year. They just recently have a common management in place there. They will be one of them. Obviously as Ola said, we have struggled the last years. We've not been as pleased as we were before 2018. I think the foundation that the company has done the last years has been very good. We have this new smolt facility that will give us enormous amounts of smolt at a good quality. The first fish will be transferred from that facility to our sites in Q2 this year. With the phasing out of the sterile salmon and the smolt capacity that we have now and the investment in the offshore Arctic Offshore as well, the company has spent a lot of money the last years and we are now ready with significant growth the next years. In order to have and secure this growth in the best possible way, we think that the combination of NRS and SalmoNor will make sure that we can achieve this in the best possible way. Also when it comes to smolt, we have had for several years not enough capacity. Both SalmoNor and also NRS now will have a good capacity of smolt. With this, we can optimize the smolt strategy between the companies. Probably most important is to reduce the risk if something happens in some of the facilities. We can increase both the safety, the supply, and we'll be much more comfortable with this part of the value chain, which is where it all starts. Those two are probably the most important part and the main reasons for doing this. Also with the increased size that we are having now of own production, it's much easier to go out into the market. We can supply the different customers with the different sizes of the salmon every week in a much more predictable way than we have been able to do in the past. Number four, obviously as a stronger and bigger company, we'll be able to gain more, you know, as we are when we're doing negotiations for purchasing of equipment and these things. Those are the four main synergies or potentials that we see. We haven't put a number on this, but this is the main things that we see, and the main reason why we want to do this. After this transaction, Norway Royal Salmon will be a large scale salmon farmer in the two top performing regions in Norway. North Norway, where we already have been in our operations. We have more than 36,000 tons in MAB in the production areas 10, 11 and 12. We have a large organic growth potential to utilize this MAB completely, where we expect to do that during the next years. We are increasing our smolt release for this year significantly and due to that, we expect to increase our harvest during the next years also significantly. North Norway has very good environmental conditions for salmon farming. In central Norway, we have now 21,000... Almost 21,200 tons in MAB. All the licenses are in region seven. This area have the lowest mortality in the period from 2018 to 2020. The company have still a growth potential through the existing licenses. This growth is especially related to the synergies between the two companies in area seven, which merged last year. Iceland, we have Arctic Fish. At the moment, they have around 27,000 tons in MAB, of which 5,300 tons is trout and the rest is salmon. We expect to harvest 24,000 tons in 2025 on Iceland. The production, we start the production in and release the first smolt into the sea in 2017. It's now been a huge growth in the period up to now, where we expect to harvest 13,000 ton this year and take a large step up in 2025. We expect to have license for 21,900 ton within the end of this year. Still it is could be a huge growth potential after 2025. Iceland is perform has performing very well the last year, especially in the production in the sea and where they have a low production cost when the fish is finished product produced in the sea We are working to reduce the cost related to harvesting and also logistic cost to the market. Summary, we are creating a top performing salmon farmer with around 125,000 tons in potential in Norway and in Iceland. It's fully integrated with now a substantial smolt capacity. We have a very long sales experience to sell the salmon to most big part of the world. We have a very attractive license portfolio in some of the two best areas in Norway. We have significant growth opportunities through our existing license and both in Norway and Iceland. Yeah. I think we can go over to Q&A, Henrik. Yes. Thank you, Klaus and Ola. We have a question here. How did you arrive at the enterprise value of SalmoNor, and why is this fair versus the current share price in Midt-Norsk Havbruk? I can start. Obviously, we got the opportunity to acquire 100% of a very well-driven salmon farmer in one of the best regions in Norway. It's mid-Norway and North Norway is the best areas. It's a very high quality company. With a tough and hard and arm's length negotiations, we arrive at what we believe is a fair value of SalmoNor. We have also done the valuations and the benchmark of this based on different M&A transactions, different listed peers in the same regions, and then try to adjust for the track record and the growth that the company has had. For the long term, we believe this will be a great, attractive transaction for the NRS shareholders. We believe the increased size and the growth opportunities that we have. It's better achieved if we do it together than we do it separately. We hope that the liquidity of the NRS share will also be improved after this transaction. I'm not sure, Ola, is that. I think it was a quite good answer. Okay. Yeah. Thank you. We have another question here, asking why is this a good deal for the minority shareholders in NRS? Wouldn't they get diluted in such a transaction? Can you say something about this? Yes. Obviously the interest of the minority shareholders is obviously extraordinarily important when you deal with the majority, make a transaction with the majority shareholder. The Antares board members has declared themselves disqualified in those negotiations. They did not participate on our side at all. The negotiations has been done at arm's length. It's only the independent board members in NRS that participated in this evaluation. The independent board members also hired ABG Sundal Collier, which is a reputable and independent investment bank. They have this morning also confirmed that they see that the value of SalmoNor this transaction to be fair. I can also add to that. We view this as a sound long-term industrial solution for our salmon that will provide access to unique operational competence to take care of our growth potential and utilize our growth potential, also improving our profitability and in our operations. Unfortunately, it has been low liquidity and interest for the NRS share during the last month. We believe that this transformative transaction gives the basis for repricing of the shares as a well-driven large-scale salmon farmer with license in the most attractive regions in Norway. The structure for the transaction is what the intention for Antares is to receive consideration shares around equal to the ownership they have today. The board of NRS will follow Norwegian corporate laws and corporate governance practice in protecting the shareholders against dilutions. Hence, hereunder, the board will consider a repair offering. More information about the details will be given later. Okay. Thank you. Another question here is, can you say some more about the timing of private placement and also the size? Yes. For the cash consideration part, we have several ways of funding this, through our own funding today, sale of assets, or share issue. The share issue, to put it quite easy and clear, it can be anywhere between NOK 200 million and NOK 2 billion. We need a share issue to put the price on the consideration shares for to Antares. The size of it, we don't know. This is something that the best way of doing this is something that the board in NRS will decide in the coming months. We hope to have this transaction completed within Q2 this year. Thank you. We have another question here. Could you comment on the proposed financing solution, especially the exchange ratio between SalmoNor and NRS? You partly touched upon it, but. Yeah. Obviously the price for the share consideration into NRS is up to the market to decide. This is something that will be given later. We do believe that the transaction price for SalmoNor was a fair transaction, and we will do what we can to make sure that existing shareholders have been protected. I will also participate to give information to the share market so that they can do their decision and calculation on what they feel is the correct price for the NRS share. Thank you. We have another question here. What effect on volumes and EBIT margins could we expect in 2023 from phasing out triploid salmon? I don't think we shall quantify in detail how much decrease in the production cost we are expecting in 2023. Due to our experience, we are expecting that the production cost shall decrease in 2023. How much? It's too early to say, to comment on. Because if you look in the history, you see that production costs for the triploid fish have been significantly above the diploid fish. The last period, we have had around 50% of our fish that has been triploid or sterile fish. It's quite a big difference between those two in how to produce it. This is obviously one of the reasons why we expect. It's giving us the potential to increase our growth. Thank you. We have another question here. What will be the name of the new company? Will NRS still have headquarters in Trondheim and the sales department in Kristiansand? This is up to the board to decide. They have to change or keep. It's up to them. This is not something we are able to comment on at the moment. This has not been a part of the negotiations between the company. This is not a topic we have discussed up to now, no. Another question here. How low is an acceptable NRS share price in a private placement when this price will be used to pay NTS? I think obviously the size of the issue and the price is up to the market to decide and also our board to decide. This is something that they will consider, what is the optimal financing solution within the next three, four, five months. Another question about the smolt capacity in SalmoNor. Can you say a little more what is the average size of the total smolt capacity in SalmoNor? I do not have the details in my head, but it has increased and will increase in the future due to the extension of the smolt plant, which is finished in the first quarter this year. Yeah. Is a post-smolt extension. The average in the number of grams, I don't know. Will all the shareholders be able to get their pro rata share in any external placement of shares? There's another question here. Since we are planning a private placement, then obviously, the board must consider equal treatment and discuss if a repair offering is needed. This is something that will be considered in due course. Thank you. Are you confident with the expected leverage, assuming that this is a question to NRS and how this will look after a potential transaction? Yes. It's depending on the combination of equity financing and/or if we shall increase external loans or if we shall sell some assets. I expect that the leverage after this transaction will be at an okay level. The level in Norway Royal Salmon, also the isolated level or leverage level in SalmoNor is higher than normal at the moment. I think the leverage will decrease during the next years if that is our target. Thank you. Thank you. We'll do two more questions before we'll round it off here. Is it material for you to keep the position in Arctic Fish? We have said that sale of assets is one of several alternatives for financing this transaction. On the other hand, not saying any which kind of assets, but we know that Arctic Fish has performed very, very well. It's still a young company. I think it's the company that has been producing the best results the last period. And since it's still a young company in a young industry over there, it has a significant growth potential. There's an alternative, but it's a company we like very, very much. Thank you. Are there any restrictions on the debt facility in NRS that would prohibit you to use all or parts of the facility for financing the cash consideration? No, there is no restriction in our bank agreements to do that. We do not have big enough facilities at the moment to 100% finance the acquisitions, but part of it could be financed by existing facilities. Okay. I think we'll stop there for questions, and leave the floor for some concluding remarks to the management team in NRS. Well, I would just say thank you all for coming and listening. Obviously, we would like to be ideally in Oslo or other places to communicate in an even better way than just in front of a computer. We are very enthusiastic about this transaction. We really think that with all the investments that's been done the last years, this will make sure or secure the growth potentials that we have in our company. I think this is gonna be a good transaction for the current shareholders and also the potential new shareholders that could come. Yeah. Yes. Thank you for your attention, have a nice day. Yes. Thank you.