Kingfish Zeeland B.V. | Contemplated private placement and listing on Merkur Market
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Kingfish Zeeland B.V. (to be renamed The Kingfish Company N.V; "Kingfish" or the "Company"), a leading producer of Dutch Yellowtail, has engaged DNB Markets, a part of DNB Bank ASA, as sole global coordinator and joint bookrunner together with Arctic Securities AS, Swedbank Norge, a branch of Swedbank AB (publ) and Coöperatieve Rabobank U.A. (jointly, the "Managers"; each of Swedbank and Rabobank acting in cooperation with its respective distribution partner Kepler Cheuvreux SA) to advise on and effect a contemplated private placement of up to 26,302,084 new shares (the "Offer Shares") in the Company to raise gross proceeds of up to the NOK equivalent of approximately EUR 50 million (the "Private Placement").
The net proceeds from the Private Placement will primarily be used to fully fund new capacity expansion in the Company's Europe facility (Netherlands, System F), acceleration of permitting and engineering for the Company's United States (Maine) roll-out plan and general corporate purposes at the current site in Netherlands.
The price per share in the Private Placement has been set to the NOK equivalent of EUR 1.92 (as of close of the application period, see below) (the "Offer Price"), equivalent to a pre-money equity value of the Company of the NOK equivalent of approximately EUR 80 million based on the 41,698,195 shares currently outstanding in the Company.
Eight cornerstone investors have, subject to customary terms and conditions, committed to apply for and will be allocated shares for a total amount of up to the NOK equivalent of EUR 38.0 million at the Offer Price as follows:
(i) Kverva Finans AS, a privately-owned Norwegian investment company specialising in aquaculture and marine resources, to be allocated Offer Shares for the NOK equivalent of EUR 3.5 million;
(ii) Sortun Invest AS, a company controlled by Helge Moen, to be allocated Offer Shares for the NOK equivalent of EUR 0.5 million;
(iii) Lin AS, a company controlled by Leif Inge Nordhammer, to be allocated Offer Shares for the NOK equivalent of EUR 0.5 million;
(iv) Tycoon Industrier AS, a company controlled by Øystein Spetalen, to be allocated Offer Shares for the NOK equivalent of EUR 6.0 million;
(v) Creadev International S.A.S., the Company's largest shareholder, to be allocated Offer Shares for the NOK equivalent of EUR 9.1 million (to be reduced pro rata in accordance with existing shareholding if offering size is reduced);
(vi) Rabo Participaties B.V., the Company's second largest shareholder, to be allocated Offer Shares for the NOK equivalent of EUR 7.0 million (to be reduced pro rata in accordance with existing shareholding if offering size is reduced);
(vii) Cibus Enterprise Fund LP, as advised by ADM Capital Europe LLP, to be allocated Offer Shares for the NOK equivalent of EUR 4.9 million; and
(viii) Claris B.V., to be allocated Offer Shares for the NOK equivalent of EUR 6.5 million.
The application period in the Private Placement will commence today, 9 November 2020, at 09:00 hours (CET) and close on 9 November 2020 at 16:30 hours (CET). The Company and the Managers may, however, at any time in their sole discretion and on short notice resolve to close or extend the application period. If the application period is shortened or extended, any other dates referred to herein may be amended accordingly.
Kingfish is expected to on or about 9 November 2020 apply for, and will, subject to successful completion of the Private Placement and the necessary approvals from the Oslo Stock Exchange, list the shares of the Company on Merkur Market. The first day of trading on Merkur Market is expected to be shortly after completion of the Private Placement, currently anticipated on or about 24 November 2020.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount has been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available, including to its employees.
Completion of the Private Placement is conditional upon (i) the necessary corporate resolutions, including the Company's supervisory board's resolution to consummate the Private Placement and to issue the Offer Shares pursuant to an authorisation given by the Company's extraordinary general meeting held on 30 October 2020 and (ii) payment being received for the Offer Shares allocated. The Company may in its sole discretion cancel the Private Placement at any time and for any reason without any compensation to the applicants.
DNB Markets, a part of DNB Bank ASA is acting as sole global coordinator and joint bookrunner and Arctic Securities AS, Swedbank Norge, a branch of Swedbank AB (publ), and Coöperatieve Rabobank U.A. are acting as joint bookrunners in connection with the Private Placement. Each of Swedbank Norge and Coöperatieve Rabobank U.A. is acting in cooperation with its respective distribution partner Kepler Cheuvreux SA.
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company. De Roos Advocaten Coöperatief U.A. is acting as Dutch legal counsel to the Company.
For inquiries, please contact:
Ohad Maiman, CEO
+31 6 8357 1270
This announcement is not and does not form a part of any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to "qualified institutional buyers" as defined in Rule 144A under the Securities Act.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129 as amended (together with any applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom that are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) high net worth entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only for relevant persons and will be engaged in only with relevant persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict, and are beyond their control. Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in public sector investment levels, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company's ability to attract, retain and motivate qualified personnel, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events. You should not place undue reliance on the forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.
Neither the Managers nor any of their affiliates make any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Managers nor any of their affiliates accept any liability arising from the use of this announcement.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.