The Kingfish Company: Start of subscription period in Subsequent Offering
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice by The Kingfish Company N.V. ("Kingfish" or the "Company") on 28 September 2022 regarding the completion of a conditional private placement of 24,224,781 new shares in the Company at a subscription price of NOK 8.410 per share (the "Offer Price"), raising gross proceeds of approx. NOK 203.7 million, equivalent to approx. EUR 19.7 million (the "Private Placement"), and the key information notice on 28 September 2022 regarding a proposed fully underwritten subsequent offering of new shares in the Company (the "Subsequent Offering"). Reference is further made to the authorization granted to the supervisory board of the Company by the extraordinary general meeting held on 14 October 2022 to issue the new shares in the Subsequent Offering and the stock exchange notice on 23 December 2022 regarding approval by the Dutch Authority for the Financial Markets and passporting into Norway of a prospectus prepared for the purpose of the Subsequent Offering (the "Prospectus").
The Prospectus is, subject to regulatory restrictions in certain jurisdictions, available on the following websites, www.arctic.com/secno/en/offerings, www.dnb.no/emisjoner and on the website of the Company (https://www.the-kingfish-company.com/stock-exchange-filings).
Further information regarding the Subsequent Offering
The Subsequent Offering consists of an offer of up to 18,884,315 new shares in the Company (the "Offer Shares") directed towards Eligible Shareholders (as defined below), to raise gross proceeds of approx. NOK 158.8 million, equivalent to approx. EUR 15.3 million. The subscription price per Offer Share is equal to the Offer Price in the Private Placement.
The Subsequent Offering is fully underwritten by Stolt-Nielsen M.S. Ltd., Creadev international S.A.S, Rabo Participates B.V., Claris B.V., Kverva Finans AS and a.s.r. Asset Management (jointly, the "Investors") subject to the terms and conditions of an underwriting agreement entered into between the Company and the Investors. Pursuant to the underwriting agreement, each of the Investors has, severally but not jointly, agreed, failing subscription by Eligible Shareholders, to subscribe for Offer Shares themselves at the Offer Price and may be requested to do so at the Company's discretion. The Investors shall only be allocated Offer Shares not subscribed by Eligible Shareholders. To the extent the underwriting is exercised by the Company, the Investors' underwriting commitments shall be scaled back equal to the total subscription amounts made by the Eligible Shareholders in the Subsequent Offering in accordance with a tiered order of reduction between the Investors. For further information regarding the underwriting arrangement, please refer to section 10.5 of the Prospectus.
The Subsequent Offering is directed towards existing shareholders as of 27 September 2022, as registered with the VPS on 29 September 2022 (the "Record Date") who (i) were not allocated new shares in the Private Placement and (ii) are not resident in jurisdiction where such offering would be unlawful, or would require any prospectus filing, registration or similar action in jurisdictions other than the Netherlands and Norway ("Eligible Shareholders").
Eligible Shareholders will, based on their registered holding in the VPS at the end of the Record date, be granted non-tradable subscription rights (the "Subscription Rights") to subscribe for and be allocated Offer Shares in the Subsequent Offering. Each Eligible Shareholder will be granted 0.50002 Subscription Rights per one (1) existing share registered with the respective Eligible Shareholder on the Record Date. The number of Subscription Rights issued to each Eligible Shareholder will be rounded down to the nearest whole Subscription Right. Each whole Subscription Right will, subject to applicable securities laws, give the right to subscribe for and be allocated one Offer Share in the Subsequent Offering. The Subscription Rights will not be listed and admitted to trading and are not transferable. Subscription without Subscription Rights and oversubscription in the Subsequent Offering will not be permitted. Subscription Rights not used to subscribe for Offer Shares before the end of the Subscription Period will lapse without compensation to the holder, and, consequently, will be of no value from that point in time.
The subscription period in the Subsequent Offering will commence today, on 3 January 2023 at 09:00 (CET) and will close on 16 January 2023 at 16:30 (CET). The Company, after consultation with the Managers (as defined below), reserves the right to accelerate or extend the subscription period.
Allocation of the Offer Shares is expected to take place after the closing of the subscription period on or around 17 January 2023, subject to acceleration or extension of the subscription period. Payment for the Offer Shares allocated to a subscriber is expected to fall due on or around 20 January 2023.
The Offer Shares will be listed on Euronext Growth Oslo under the Company's ISIN NL00150001S5 as soon as the Offer Shares have been issued in the VPS, expected to take place on or around 28 January 2023. The Company expects that the Offer Shares will be delivered to the VPS account of the respective subscribers to whom they are allocated on or around 29 January 2023.
The completion of the Subsequent Offering is subject to (i) the supervisory board of the Company resolving the necessary corporate resolutions to carry out the Subsequent Offering, including the resolution to consummate the Subsequent Offering and issue the Offer Shares, (ii) the execution and delivery of a deed of issuance of the Offer Shares to the Company's registrar in the VPS, DNB Bank ASA (the "VPS Registrar"); (iii) the registration of the issuance of the Offer Shares by the Company in the Company's shareholders' register; (iv) payment being received for the Offer Shares allocated; and (v) the issuance by the VPS Registrar of a corresponding number of shares in the VPS.
The Company reserves the right to cancel the Subsequent Offering at any time and for any reason whatsoever prior to delivery of the Offer Shares.
Subscribers in the Subsequent Offering who are residents of Norway with a Norwegian personal identification number are recommended to subscribe for Offer Shares through the VPS online application system (or by following the link to such online application system on the following website: www.arctic.com/secno/en/offerings and www.dnb.no/emisjoner). Subscribers in the Subsequent Offering who do not have access to the VPS online application system must apply using the subscription form attached to the Prospectus as Appendix B.
Additional information regarding the Subsequent Offering and further instructions regarding the procedures for subscription of the Offer Shares, payment and delivery are included in the Prospectus.
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as managers ("Managers") in connection with the Subsequent Offering. Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor and DLA Piper Nederland N.V. is acting as Dutch legal advisor to Kingfish in connection with the Subsequent Offering.
About The Kingfish Company N.V.
The Kingfish Company is a pioneer and leader in sustainable land-based aquaculture. Current annual production capacity at its Kingfish Zeeland facility in the Netherlands is 1,500 tons of high quality and high value Yellowtail Kingfish. Expansion is underway and capacity in the Netherlands is expected to reach 3,500 tons in Q1 2023. Kingfish Maine is now fully permitted by local, state and federal regulatory agencies.
Production is based on advanced recirculating aquaculture systems (RAS), which protect biodiversity and ensure biosecurity. Animal welfare is paramount, and the fish is grown without use of antibiotics and vaccines. Operations run on 100 percent renewable energy, sourced from wind, solar and biogas. The Company's facilities operate on sea water, avoiding wasting of precious fresh water.
The Kingfish Company's main product at present, the Yellowtail Kingfish (also known as Ricciola/Hiramasa/Greater Amberjack) is a highly versatile premium fish species, well known in the Italian and Asian fusion cuisines. Its products are certified and approved as sustainable and environmentally friendly by Aquaculture Stewardship Council (ASC), Best Aquaculture Practices (BAP) and British Retail Consortium (BRC). It was the winner of the 2019 Seafood Excellence Award, and it is recommended as green choice by Good Fish Foundation.
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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. The information contained in this announcement is for informational purposes only and does not purport to be full or complete. 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. Any offering of the securities referred to in this announcement will be made by means of a prospectus approved by the Dutch Authority for the Financial Markets (Autoriteit Financiёle Markten) and published by the Company. Investors should not subscribe for any securities referred to in this announcement except on the basis of information contained in the Prospectus. The issue, subscription or purchase of shares in the Company is subject to specific legal or regulatory restrictions in certain jurisdictions.
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.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than the Netherlands and Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Regulation, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or the Managers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Company nor the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or the Managers to publish or supplement a prospectus for such offer.
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, changes in the Company's ability to engage in commercially acceptable acquisitions and strategic investments, 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 makes 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 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.