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Strictly private and confidential | 1 Oslo Stock Exchange a better alternative for Chilean salmon farmers? Per Even Hauge DNB Markets | Investment Banking Division Conferencia Internacional Multiexport Foods April 2018

Oslo Stock Exchange a better alternative for Chilean ... · The Oslo Stock Exchange has a leading position in three main sectors, reflecting Norway’s industrial focus 3 INTRODUCTION

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|Strictly private and confidential |1

Oslo Stock Exchange – a better alternative for Chilean salmon farmers?Per Even Hauge – DNB Markets | Investment Banking Division

Conferencia Internacional Multiexport FoodsApril 2018

|2

AGENDA

I. Introduction to Oslo Stock Exchange 2

II. Benefits from an OSE listing 7

III. Salmones Camanchaca IPO - case study 16

IV. Valuation 22

V. Dual-listing considerations 25

|

The Oslo Stock Exchange has a leading position in three main sectors, reflecting

Norway’s industrial focus

3

INTRODUCTION TO OSLO STOCK EXCHANGE

OSE has leading positions in key global sectors, including seafood

Seafood Shipping Energy

2

OSE is the worlds largest stock exchange for

seafood companies, both in terms of number of

companies and market cap, and hence the

most important financial market for the seafood

sector

The sector on OSE counts 12 companies

USD ~30 bn in market cap

Measured by number of companies, OSE is the

largest exchange for shipping companies in

Europe and the second largest globally

Norway is the world’s 5th largest maritime

nation

25 companies, with a combined market cap of

USD ~10 bn

OSE is the second largest exchange in Europe

on energy, and the second largest globally

within oil service

Norway is the world’s 3rd largest exporter of

gas and the fifth largest oil exporter

Includes 60 companies with a total market cap

of USD ~120 bn

|

Companies from all over the world are listed on Oslo Stock Exchange

4

Cayman Islands Bermuda

Netherlands

Canada

USA

Sweden

Norway

Denmark

Great Britain

Singapore

Cyprus

Luxembourg

British Virgin

Islands

Faroe Islands

Australia

Marshall

Islands

Hong Kong

Germany

Chile

|

OSE is a raw material exchange and the salmon sentiment is exceptionally good

5

Weekly prices for salmon and brent oil – Week 1 2012 – Week 14 2018

Salmon price represents the price for one 6kg salmon in liveweight, based on the Fish Pool Index price.

Source: Factset (oil price) and Fish Pool (salmon price)

0

10

20

30

40

50

60

70

80

90

100

110

120

130

01/201807/1701/1707/1601/1607/1501/1507/1401/1407/1301/1307/1201/2012

USD

Norwegian salmon (USD/6 kg liveweight)Brent oil (USD/barrel)

Oil being the hottest commodity on OSE Salmon being the hottest commodity on OSE

|6

INTRODUCTION TO OSLO STOCK EXCHANGE

Index performance from 1 January 2014 to 11 April 2018, rebased to 100. Source: Factset

Seafood has become an increasingly important component of the OSE over the

last couple of years, significantly outperforming the overall market

40

60

80

100

120

140

160

180

200

220

240

260

280

300

320

340

360

01/2014 07/14 01/15 07/15 01/16 07/16 01/17 07/17 01/2018

Shipping

Seafood

Energy

OSEBX

+257%

+29%

+18%

+52%

|

The size and variety of seafood companies on Oslo Stock Exchange attracts the

largest and most sophisticated seafood investors globally

7

Market cap of OSE-listed seafood companies last 5 years Market cap of SSE-listed seafood companies last 5 years

Source: Factset

30

25

20

15

10

5

0

USD bn

30

25

20

15

10

5

0

USD bn

SSE seafood companies = ~33% of Marine Harvest’s market cap

|

Oslo Stock Exchange offers three different listing processes

Benefits with flexible and fast track:

A significantly quicker access to public markets

Individually customized listing process

Utilizing windows of financing through fast IPO process

Reducing time from announcement of listing to actual listing

Introductory Report (IR)

Meeting with OSE

Due Diligence meeting

Listing Application / Updated IR

OSE Board Meeting

Listing

Week 1 Week 2 3 days before

Listing

Application

Week 4 Week 8

8

Standard listing

o 8 weeks

Flexible process

o 8 weeks

o Flexible timing

Fast track listing

o 4 weeks

o Flexible and tailored timing

|

Listing requirements on Oslo Stock Exchange

9

1 Each holding shares with a value of at least NOK 10,0002 NFSA = Norwegian Financial Supervisory Authority3 Standard listing process

Requirements Description

Company type ASA or equivalent foreign company

Market cap post transaction Min. NOK 300 million

Price per share at listing Min. NOK 10

Number of shareholders Min. 5001

Free float Min. 25%

Liquidity Requirement of 12 months liquidity

Financial information At least 3 years of history and operations

Accounting principles IFRS or equivalent

Management and board of directors Competence and qualification requirements, at least two independent board members

Due diligence Full legal and financial due diligence by independent advisors

Listing prospectus EEA prospectus approved by NFSA2

INTRODUCTION TO OSLO STOCK EXCHANGE

|10

AGENDA

I. Introduction to Oslo Stock Exchange 2

II. Benefits from an OSE listing 7

III. Salmones Camanchaca IPO - case study 16

IV. Valuation 22

V. Dual-listing considerations 25

|

Oslo Stock Exchange has become the preferred exchange for seafood

companies globally, for a number of reasons

11

INTRODUCTION TO OSLO STOCK EXCHANGE

The leading

seafood stock

exchange globally

1

The Oslo Seafood Index comprises a large number of companies with

different characteristics and business concepts, from small growth

businesses to the world's largest fish farming companies

Broad investor

universe and

analyst coverage

2 Mid-cap analyst coverage is among the highest compared to peers – with

6.8 analysts per listed mid-cap company1 (as showed in the graph)

International investors account for approximately 33% of ownership and

66% of trading on OSE

Liquidity

3 OSE will both secure liquidity for investors and access to capital for issuers

A liquid bond market – USD ~40 billon is outstanding in bonds in the Nordic

high yield market

Good track record

and history for

similar listings

4 Good examples in Salmones Camanchaca, Camposol, SSC, Bakkafrost and

Copeinca

Aqua Chile in process toward an OSE listing

Effective listing

process

5 Standard listing in 8 weeks

Fast-track listing in 4 weeks

Flexible listing in 8 weeks - Individually customized listing process

Copenhagen

2.5

Helsinki

3.8

London

4.1

New York

5.6

Oslo

6.8

Stockholm

2.3

2017

5.1

2016

2.8

2015

2.7

2014

2.6

2013

1.9

2012

1.8

2011

3.5

Equity issued, EUR bn

Source: Bloomberg

|

OSE-listed salmon farmers are covered by a range of analysts that follow the

companies on a daily basis

12

BENEFITS FROM AN OSE LISTING

Source: Factset

33

9

10

1111

1313

BuyHoldSell

|

Equity analysts provide investors with valuable expertise and industry insight, and

are important contributors to the highly educated Nordic seafood investor base

13

Oslo Stock Exchange Seafood Index and selected DNB Markets Equity Research sector reports

Source: Factset, DNB Markets

300

01/1807/1701/1707/1601/1607/1501/2015 03/15

1,050

09/15 11/15 03/16 05/16 09/16 11/16 03/17 05/17 03/201809/17 11/17

1,150

1,200

950

1,000

850

800

900

1,100

750

700

05/15

650

600

550

500

450

400

350

|

Equity analysts are an important part of the media coverage, creating traction and

interest for the seafood sector

14

BENEFITS FROM AN OSE LISTING

Source: Salmonbusiness.com

|

Share Turnover of Float Shares (5 Feb-12 April)

The OSE-listed salmon farmers experience significantly higher liquidity than the

median SSE-listed salmon farmer

15

BENEFITS FROM AN OSE LISTING

Source: Factset, figures are for the period 5 February 2018 to 12 April 2018

Note: Salmones Camancahca liquidity excludes first day of trading volumes due to transfer of large share block

Value of shares traded is calculated using numbers of shares traded in period multiplied by share price 13th of April

45%

56%

63%

23%

40%

23%

28%

7%8%13%

3% 1%

85%

Share Turnover of Float Shares (5 Feb-12 April)

Only stock on SSE with

direct access to the

Nordic equity and bond

market

Only stock on SSE with

equity analyst coverage

Value of shares traded

5,170 USDmValue of shares traded

68 USDm

|

With high liquidity, companies have flexibility and can compete on equal terms

with the leading salmon farmers globally (examples of terms below)

16

BENEFITS FROM AN OSE LISTING

Examples of recent seafood transactions in the Norwegian market

Related company Date Instrument Amount Description

2 February 2018 IPO USD 90 million

Strong interest among Nordic investors, stock trading up 10%

during first week of trading (USD ~18m was also raised among

Chilean investors)

8 August 2017 Bond issue USD 65 millionAustevoll Seafood ASA issued a 6 year NOK 500 million bond at

2.35% over 3m NIBOR

11 July 2017 Private placement USD 70 million

Atlantic Sapphire AS raised USD 70 million, mainly from Nordic

investors – first time ever a land-based salmon farming company

is raising institutional capital

23 June 2017 Bond issue USD 300 million

The two private equity owners, Altor and Bain Capital, used the

Norwegian bond market when raising USD 300 million for the

Chilean salmon farmer Nova Austral SA

3 June 2016 Private placement USD 280 million

Lerøy Seafood Group ASA raised NOK 2.2 billion in a private

placement to finance the acquisition of Havfisk ASA (listed fishery)

and Norway Seafoods Group AS

19 May 2016 Block-trade USD 150 million

Marine Harvest ASA sold its share block in Grieg Seafood at

39.75 NOK per share, the block represented 25.8% of the total

share capital in the company

18 March 2016 Block-trade USD 125 million

Austevoll sold 2,750,000 shares in Lerøy Seafood Group ASA at a

price of NOK 355 per share. After the transaction Austevoll still

owned 57.52% of Lerøy Seafood Group ASA

2 March 2016 Block-trade USD 570 million

Geveran Trading. Co, owned by John Fredriksen, completed a

sale of 37.8 million shares in Marine Harvest ASA at 117 NOK per

share, representing approximately 8.4% of the share capital in the

company

Note: Based on USD/NOK 7.75

|

The Nordic high yield bond market is an efficient platform for raising flexible debt

financing, attracting both Nordic and international issuers and investors

17

NORDIC HY BOND MARKET CHARACTERISTICS

1 Market overview

Defined as bonds issued with Nordic law

based bond documentation and Nordic

Trustee (NT) acting as bond trustee

Outstanding Nordic HY paper volume of USD

~40bn

Increasingly important source of capital for

many companies

Swift process

Swift process time to market of 2-6 weeks,

depending on complexity

Frequent issuers can tap the market in 1 to 2

days

3

4Efficient documentation

No public rating requirement

No listing requirements

Standard bond agreement

6 International issuers

Issuers from a broad range of industries

Risk classes, from BB+ to CCC- and unrated

project structures

5 Global investor base

Investor base with strong industry knowledge

Nordics: Norway, Sweden, Denmark and

Finland

US, UK and Continental Europe

Asia (Singapore, Hong Kong)

2 Flexible structures

Secured / unsecured

Project / corporate structures

Amortization / no-amortization / cash sweep

Large variety in tenors, deal sizes, credit

quality

NOK, USD, SEK, EUR

Tailor made structures to allow for operational

and financial flexibility

1

6

3

2

4

5

USD ~40bn

|18

AGENDA

I. Introduction to Oslo Stock Exchange 2

II. Benefits from an OSE listing 7

III. Salmones Camanchaca IPO - case study 16

IV. Valuation 22

V. Dual-listing considerations 25

|

Case study: DNB Markets acted as Sole Global Coordinator in the NOK 832m

Initial Public Offering in Salmones Camanchaca S.A. in February 2018

19

SALMONES CAMANCHACA IPO - CASE STUDY

Transaction overview

Transaction highlights

First Chilean company to do an IPO in Norway

Significant anchor demand ahead of IPO launch, with overweight from high

quality Swedish institutions

- Books covered during the first day of bookbuilding

- DNB Markets delivering the covered book alone

Books close to 10 times covered at the end of the bookbuilding in Chile and

Norway

High quality and concentrated book: 80% to long only and sector specialists,

10% to hedge funds, 7% to family offices and 3% to retail

Strong share price performance on the first day of trading - closing at NOK

44.50, 6% up compared to the offer price. Closed at NOK 46.10 on SSE,

trading up 10.1%.

Transaction: Initial Public Offering, OSE and SSE

Issuer: Salmones Camanchaca S.A.

Offer price: NOK 42 (indicative range of NOK 38.5 – 48.0)

Offer size: NOK 832m

Market cap: NOK 2,772m

Free float: 25% on OSE, 5% on SSE

Pricing date: 1 February 2018

DNB’s role: Sole Global Coordinator

Syndicate:

SGC: DNB Markets

JBRs: Nordea and Pareto Securities

SSE Placing Agent: LarrainVial

NOK 832m

IPO

Sole Global Coordinator

2018

Harvest profile (kt WFE)

Introduction to Salmones Camanchaca

43.3

32.6 34.2

47.852.9 54.6

60.4

2021E

63.1

2020E

60.6

2019E

55.6

2018E

53.8

2017E

39.2

2016

36.2

2015

43.3

Atlantic salmonTrout

Fully integrated, from genetics program to sales & marketing

Among the lowest cost producers in Chile

Unique growth profile – ~50% volume growth ’16-’18E

Attractive market exposure – >40% of sales to emerging markets

Strong commitment to sustainability and transparencyKe

y i

nve

stm

en

t h

igh

lig

hts

|

The Salmones Camanchaca offering experienced strong demand from several

geographies – and investors are supportive discussion partners pre-launch

20

SALMONES CAMANCHACA IPO - CASE STUDY

Allocated bookFinal book«Book covered» announcement – 6 hours after start of bookbuilding

8%

27%

30%

16%

15%

NordicsOther

Norway

UK

US

Chile

4%

Ge

og

rap

hy s

plit

Syn

dic

ate

pe

rfo

rma

nc

e

17%

21%

24%

11%

24%

US

Nordics

Norway

Other

UK

Chile

3%

Book coverage (gross demand)

0.2x

0.4x

1.2x

NordeaParetoDNB

55%28%

18%

Pareto

Nordea

59%25%

15%

Pareto

Nordea

90%

10%

Pareto

0%

Nordea

50%

30%

10%

10%

NordicsNorway

UK

Other

Full offering size

Unique

demand

Total

demand

Total

allocation

|

10,500

10,000

9,500

9,000

500

0

Shares traded

(‘000s)

Strong after-market support is important for favorable long-term investor

perception of the stock and future capital raises

21

SALMONES CAMANCHACA IPO - CASE STUDY

Source: Oslo Stock Exchange (broker statistics), Factset (share price development). Broker statistics represents total volume (buy and sell) adjusted for initial block sale of secondary

shares in the IPO

KCG 1.1%

Norne 1.7%

JP Morgan 2.4%

Pareto 2.6%

Carnegie 3.1%

SEB 3.1%

Instinet 5.9%

Others 9.6%

Netfonds 10.7%

53.8%

DNB Markets has continued to market

the Camanchaca stock after the IPO

Increased interest and demand for the

share have pushed the price upwards

DNB Markets by far the largest trader

1

2

3

Top 10 traders - first month

Top 10 traders - first two months

50

48

46

44

42

40

12.02.2018 26.02.2018 12.03.2018 26.03.2018

Share price

(NOK)

+19%

JP Morgan 1.6%

Pareto 2.0%

Carnegie 2.1%

Nordea 2.5%

Goldman Sachs 4.9%

SEB 5.0%

Netfonds 7.3%

Instinet 7.4%

Others 8.5%

53.2% Expanding the company’s shareholder

base and boosting interest in the share

Strong after-market supports favourable

trading post-IPO, which is important for

overall and long-term investor

perception of the stock

Price (LCY) 02.02.2018 06.04.2018 % change

288.0 295.0 2.4

61.6 53.2 (13.7)

382.0 369.0 (3.4)

189.0 186.5 (1.3)

OSE Seafood Index 888.2 1,119.8 26.1

|

20

24

28

32

36

40

44

48

52

56

60

19.feb05.feb 12.feb 05.mar 26.mar12.mar 19.mar 02.apr 09.apr26.feb

NOK

Except for a limited period of time, Salmones Camanchaca’s share has traded on

equal price levels in its two markets

22

Note: Does not include volume on the first day of trading.

Source: Facstet

16%

2.5%

|

0

50

100

150

200

250

300

350

400

450

500

jan.2018jan.2017jan.2016jan.2015jan.2014jan.2013jan.2012jan.2011

11,500

11,000

10,500

10,000

9,500

9,000

8,500

2,000

1,500

1,000

500

0

Bakkafrost – was in a similar situation to Salmones Camanchaca when it

listed on Oslo Stock Exchange

23

BENEFITS FROM AN OSE LISTING

Comments

Bakkafrost is a salmon farmer with

operations and HQ located in the

Faroe Islands

Since IPO in 2010 the company has

seen a sharp increase in share price

The IPO was well received and the

liquidity in the stock has been high,

especially in the recent years

The case of Bakkafrost shows that it

is very possible to have a successful

IPO on Oslo Stock Exchange with

foreign operations and HQ

Share price and volume

Source: Factset 12 April 2018

NOK/share Volume (’000)

282

2017

1,984

2010

2017

28.3

2010

14.1

EBITDA development since listing

EBIT/kg development since listing

NOKm

NOK/kg

OSE benchmarkShare price

Refinancing in the Nordic

bank market

USD ~250m

Financing agreement in the

Nordic bank market

USD ~265m

Norwegian bond issue

USD ~65m

IPO

USD ~100m

|24

AGENDA

I. Introduction to Oslo Stock Exchange 2

II. Benefits from an OSE listing 7

III. Salmones Camanchaca IPO - case study 16

IV. Valuation 22

V. Dual-listing considerations 25

|

Significant economic and strategic value have been created through Salmones

Camanchaca’s IPO on Oslo Stock Exchange

25

VALUATION

EV/EBITDA (2017 for OSE-listed and SSE-listed farmers)

Factset as of April 2018.

8.2x

4.3x

5.0x5.2x

6.3x6.6x

7.8x7.8x8.5x

5.2x

6.3x

8.8x9.3x

10.4x10.4x10.5x

Pesq

uera

Cam

an

ch

aca

12.5x

SalM

ar

Bakkafr

ost

Sco

ttis

h S

alm

on

Aq

uaC

hile

Lero

y S

eafo

od

Mu

ltie

xp

ort

No

rway R

oyal

Salm

on

Salm

on

es C

am

an

ch

aca @

lis

tin

g

Salm

on

es C

am

an

ch

aca

Gri

eg

Seafo

od

Mari

ne H

arv

est

Inv

erm

ar

Au

str

alis

Blu

mar

|26

AGENDA

I. Introduction to Oslo Stock Exchange 2

II. Benefits from an OSE listing 7

III. Salmones Camanchaca IPO - case study 16

IV. Valuation 22

V. Dual-listing considerations 25

|

A dual-listing secures market leading terms and maximizes investor reach-However, critical with local foundation in the non-OSE market

27

DUAL-LISTING CONSIDERATIONS

Highly educated and deep

Nordic capital market

Deep Chilean pockets that

know the local seafood

companies well

Coverage by leading Nordic analysts

Access to Nordic bond market

Access to Chilean long-term capital

Access to full Nordic investor base

Shares are freely tradable between the

two markets – optimizing liquidity

Analyst-covered company, positioned

to raise capital on market leading

terms in both markets

1

4

3

2

5

Marine Harvest’s de-listing from

NYSE validates the importance of

having a local foundation in

dual-listings

Dual-listing

|

Disclaimer

28

This presentation is strictly confidential and prepared exclusively for the benefit and internal use of our client to whom it is directly addressed and

delivered (including such client’s subsidiaries, the “Company”) and not for distribution or publication. The information may not be reproduced without

the consent of DNB Markets.

The information in this presentation is based upon any management forecasts supplied to us by the Company and publicly available information. We

have relied upon and assumed, without independent verification, the accuracy and completeness of all information available. DNB Markets opinions

and estimates constitute DNB Markets’ judgment and should be regarded as indicative, preliminary and for illustrative purposes only. Statements in

the presentation reflect prevailing conditions and DNB Markets’ opinion at the date the presentation was prepared, all of which are accordingly

subject to change. DNB Markets does not warrant that the information in the presentation is exact, correct or complete. The presentation is for

discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, oral briefing provided by DNB

Markets.

Our analyses are not and do not purport to be appraisals of the assets, shares, or business of the Company or any other entity. DNB Markets makes

no representation as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of

consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a

possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.

This presentation is not an offer or a recommendation to purchase or sell financial instruments or assets, and does not constitute a commitment by

DNB Markets to underwrite, subscribe for or place any securities or to extend or arrange credit to or to provide any other services. DNB Markets

does not accept any responsibility for direct or indirect losses that are due to the interpretation, and/or use, of this presentation.

DNB Bank ASA and/or other companies in the DNB group or employees and/or officers in the group may be market makers, trade or hold positions

in instruments referred to or connected therewith, or provide financial advice and banking services in this connection.

Rules regarding confidentiality and other internal rules limit the exchange of information between different units in DNB Bank. Employees in DNB

Markets who have prepared this presentation are therefore prevented from using, or being aware of, information in DNB Bank and other companies

in the DNB group which may be relevant to this presentation.

This presentation has been prepared in accordance with the general business terms of DNB Markets, a division of DNB Bank ASA, available at

dnb.no/markets.