Kingfish Zeeland B.V. | Private placement successfully completed
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.
Reference is made to the press release by Kingfish Zeeland B.V. (to be renamed The Kingfish Company N.V; "Kingfish" or the "Company"), a leading producer of Dutch Yellowtail, on 9 November 2020 regarding a contemplated private placement (the "Private Placement") and a subsequent listing on Merkur Market.
Kingfish is pleased to announce that the Private Placement has been successfully completed with a total transaction size of approximately NOK 535.5 million (equivalent to approximately EUR 50 million) through the allocation of 26,042,000 new shares in the Company at a price of NOK 20.563392 (equivalent to EUR 1.92) per share. The net proceeds from the Private Placement will primarily be used to fully fund new capacity expansion in the Company's Europe facility (The 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 the Netherlands.
Eight cornerstone investors have been allocated shares for approximately NOK 408 million in the Private Placement as follows:
Creadev International S.A.S., the Company's largest shareholder ("Creadev"), has been allocated shares for approximately NOK 97.5 million;
Rabo Participaties B.V., the Company's second largest shareholder ("Rabo"), has been allocated shares for approximately NOK 75.3 million;
Claris B.V. has been allocated shares for approximately NOK 69.6 million;
Tycoon Industrier AS, a company controlled by Øystein Spetalen, has been allocated shares for approximately NOK 64.3 million;
Cibus Enterprise Fund LP, as advised by ADM Capital Europe LLP, has been allocated shares for approximately NOK 52.7 million;
Kverva Finans AS, a privately-owned Norwegian investment company specialising in aquaculture and marine resources, has been allocated shares for approximately NOK 37 million;
Lin AS, a company controlled by Leif Inge Nordhammer, has been allocated shares for approximately NOK 5.4 million; and
Sortun Invest AS, a company controlled by Helge Moen, has been allocated shares for approximately NOK 5.4 million.
The Company's CEO, Acting CFO and COO have entered into customary lock-up arrangements with DNB Markets (as sole global coordinator and joint bookrunner, see further details below) for a period of 12 months and the chairman of the supervisory board, the Company, Creadev and Rabo have entered into customary lock-up arrangements for a period of six months, that will, subject to certain exceptions, restrict their ability to, without the prior written consent of DNB Markets, issue, sell or dispose of shares, as applicable.
Completion of the Private Placement is conditional upon (i) the necessary corporate resolutions of the Company, and (ii) payment being received for the new shares allocated. The Company may, in its sole discretion, in consultation with the Managers (as defined below), cancel and/or modify the terms of the Private Placement, at any time and for any reason, without any compensation to the applicants. Neither the Company nor the Managers will be liable for any losses incurred by applicants if the Private Placement is cancelled and/or modified, irrespective of the reason for such cancellation or modification.
Allocation to investors was communicated on 10 November 2020. The Private Placement is expected to be settled by the Managers on a delivery-versus-payment basis on or about 23 November 2020. The delivery-versus-payment settlement in the Private Placement is facilitated by a pre-funding agreement between the Company and the Managers.
The Company has applied for, and will, subject to 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 on or about 25 November 2020.
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 (the "Managers"). 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
Kingfish was incorporated in 2015 and is optimally located on the shores of the Dutch province of Zeeland. Kingfish produces the Dutch Yellowtail, a high-quality, antibiotic-free marine finfish species with daily deliveries across the EU in its active on-site R&D facility and advanced grow-out system design and construction. In 2016, the Company sanctioned the 1st phase of its 1st project for a facility for production of approximately 600 tons Yellowtail per annum, and the plant became operational in 2018. The Company has adopted a technologically advanced approach, using Recirculation Aquaculture Methods which offer a reliable, sustainable, and fully controlled production environment. The Company's Dutch Yellowtail is a high-grade sashimi, a grilled or smoked classic, and a 'Green Choice' recommended by the Good Fish Foundation as an excellent sustainable alternative.
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.