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.
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Reference is made to the stock exchange announcement by Gigante Salmon AS (the “Company”) on 11 February 2026 regarding completion of a private placement of 47,000,000 new shares (the “Private Placement”) and a retail offering of 1,000,000 new shares (the “Retail Offering”), each at a subscription price of NOK 7.50 per share, and a potential subsequent offering (the “Subsequent Offering”) of up to 5,333,333 new shares (the “Offer Shares”) at a subscription price of NOK 7.50 per share (the “Offer Price”). The Offer Price is equal to the subscription price in the Private Placement and the Retail Offering.
The Subsequent Offering and Subscription Rights
The Company’s board of directors (“Board of Directors”) has resolved to proceed with the Subsequent Offering, which may raise total gross proceeds of up to approx. NOK 40 million. The Subsequent Offering will be directed towards existing shareholders in the Company as of 10 February 2026, as registered in VPS on 12 February 2026 (the “Record Date”), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Shares in the Private Placement; and (iii) are not resident in a jurisdiction where such offering would be unlawful, or for jurisdictions other than Norway, would require any filing, registration or similar action (the “Eligible Shareholders”). Each Eligible Shareholder will be granted 0.225999 subscription rights for each existing share registered as held by each such Eligible Shareholder as of the Record Date, rounded down to the nearest whole subscription right.
Kapnord AS (“Kapnord”), a shareholder of the Company as of the Record Date, was not included in the pre-sounding phase of the Private Placement, was not allocated Shares in the Private Placement and is resident in Norway. Kapnord will however not have a right to participate in the Subsequent Offering as an Eligible Shareholder. Kapnord is owned by Gigante Havbruk with 66.67% and other minority shareholders holding 33.33% of the shares (excluding treasury shares). Kapnord will be granted a right to subscribe Offer Shares to the extent Offer Shares are not subscribed by Eligible Shareholders. The right for Kapnord to subscribe Offer Shares is corresponding to the indirect pro rata shareholding of the minority shareholders of Kapnord in the Company.
The Board of Directors has thus resolved to issue non-transferable subscription rights, each giving the right to subscribe for one (1) Offer Share at the Offer Price (the “Subscription Rights”), comprising (i) up to 5,333,333 Subscription Rights to Eligible Shareholders and (ii) 1,300,000 secondary Subscription Rights to Kapnord, in each case on the terms set out in the Prospectus (as defined herein) and the subscription form attached as an appendix to the Prospectus. The total number of Offer Shares comprised by the Subsequent Offering is 5,333,333 and Offer Shares will only be allocated to Kapnord to the extent Subscription Rights are not used by Eligible Shareholders.
Application Period
The application period for the Subsequent Offering commences on 6 March 2026 at 09:00 hours (CET) and ends on 18 March 2026 at 16:30 hours (CET) (the “Application Period”). The Company, in consultation with the Managers (as defined below), reserved the right to extend the Application Period for the Subsequent Offering at any time and without any prior written notice and at its sole discretion.
The Subscription Rights must be used to subscribe for Offer Shares prior to the expiry of the Application Period on 18 March 2026 at 16:30 hours (CET). Subscription Rights that are not used to subscribe for Offer Shares before the expiry of the Application Period will have no value and will lapse without compensation to the holder.
Allocation criteria
Allocation of the Offer Shares in the Subsequent Offering will be made by the Board of Directors of the Company in accordance with the following criteria:
(i) Step 1: First, validly exercised Subscription Rights by Eligible Shareholders during the Application Period will receive an allocation of Offer Shares. For the avoidance of doubt, Kapnord will not be allocated any Offer Shares under Step 1;
(ii) Step 2: Second, up to 1,300,000 Offer Shares, which equals the minority shareholders of Kapnord’s fair share of the Subsequent Offering based on their indirect pro rata shareholding in the Company, can be allocated to Kapnord if Kapnord has validly exercised Subscription Rights during the Application Period. If the unallocated Offer Shares following Step 1 is less than both (i) 1,300,000 Offer Shares, and (ii) Kapnord’s valid exercise of Subscription Rights in the Application Period, Kapnord will be allocated the unallocated Offer Shares following Step 1. However, in the latter scenario the Board of Directors shall consider whether to call for an extraordinary general meeting to propose a share issue directed towards Kapnord equal to the difference between the lower of (i) 1,300,000 Offer Shares and (ii) Kapnord’s valid exercise of Subscription Rights in the Application Period, and the unallocated Offer Shares following Step 1; and
(iii) Step 3: Third, to the extent Offer Shares remain unallocated following Steps 1 and 2, such remaining Offer Shares shall be allocated to oversubscriptions by (a) Eligible Shareholders and/or (b) Kapnord. Oversubscriptions shall be allocated on a pro rata basis calculated based on (i) the number of Subscription Rights validly exercised in Step 1 by the respective Eligible Shareholders which are oversubscribing, together with (ii) the Subscription Rights validly exercised by Kapnord in Step 2 if Kapnord oversubscribes.
The Board of Directors reserves the right to round off, cancel or reduce any subscription for Offer Shares. Allocation of fewer Offer Shares than applied for, does not affect the subscriber’s obligation to subscribe and pay for the Offer Shares allocated. No shares will be allocated to subscribers without Subscription Rights.
Allocation of the Offer Shares is expected to take place on or about 18 March 2026.
Prospectus
The terms and conditions for the Subsequent Offering are set out in a national prospectus prepared by the Company in accordance with the rules in the Securities Trading Act chapter 7 (the “Prospectus”). The Prospectus has been registered with the Norwegian Register of Business Enterprises (the “NRBE”) today and will be made available at the website of DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS at www.dnb.no/emisjoner, www.paretosec.com/transactions and www.sb1markets.no/transaksjoner. The Prospectus is a national prospectus (Nw: nasjonalt prospect) and neither the Financial Supervisory Authority of Norway (Nw: Finanstilsynet) nor any other public authority has carried out any form of review, control or approval of the Prospectus.
Settlement and delivery
The due date for payment of the Offer Shares is expected to be 23 March 2026. The Offer Shares will, after registration of the share capital increase in the NRBE pertaining to the Offer Shares, be registered in the VPS in book-entry form and are expected to be delivered to the applicant’s VPS account on or about 30 March 2026. The Offer Shares will have equal rights and rank pari passu with the Company’s other shares.
Conditions for completion
The completion of the Subsequent Offering is subject to (i) due payment for the Offer Shares by the subscribers, (ii) the Board of Directors of the Company resolving to approve the Subsequent Offering and issue and allocate the Offer Shares based on the authorization granted by the general meeting of the Company held on 25 February 2026, (iii) registration of the share capital increase pertaining to the Subsequent Offering with the NRBE, and (iv) delivery of the Offer Shares to the subscribers in the VPS.
Managers and advisors
DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS are acting as joint global coordinators and bookrunners (together, the “Managers”). Advokatfirmaet Selmer AS is acting as legal advisor to the Company. Advokatfirmaet Wiersholm AS is acting as legal advisor to the Managers.
For further information, please contact:
Kjell Arild Lorentsen, CEO
E-mail: kjell@gigante.no
Phone: +47 911 22 688
Benny Hansen, CFO
E-mail: benny@gigantesalmon.no
Phone: +47 907 80 292
Gigante Salmon AS:
Gigante Salmon AS is a land-based salmon farming company that is building its first facility on Lille Indre Rosøy in Rødøy municipality. The Company’s aquaculture concept is a flow-through system that preserves the advantages from both conventional sea-based and land-based aquaculture, while simultaneously reducing and eliminating the challenges associated with traditional farming at sea. Visit www.gigantesalmon.no for more information about the company.
This information is subject to disclosure under the Norwegian Securities Trading Act, §5-12.
Important notice:
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 “US 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 US 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 US 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 EU Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “EU 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 or include certain forward-looking statements. Forward-looking statements are statements that are not historical facts and may include, without limitation, any statements preceded by, followed by or including words such as “aims”, “anticipates”, “believes”, “can have”, “continues”, “could”, “estimates”, “expects”, “intends”, “likely”, “may”, “plans”, “projects”, “should”, “target” “will”, “would” and words or expressions of similar meaning or the negative thereof. These statements are based on the management’s current views and assumptions and involve both known and unknown risks and uncertainties and assumptions that are within and outside the management’s control. Although the Company believes that the expectations implied in any such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results, performance or events may differ materially from those set out or implied in the forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved. The forward-looking statements included in this announcement represent the Company’s views as of the date of this announcement and subsequent events and developments may cause the Company’s views to change. The Company disclaims any obligation to update forward-looking information except as required by law. Readers should not place undue reliance on any forward-looking statement.
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 its 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 any of its affiliates accepts 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.
Kilde
