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OR DISTRIBUTION 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 from Norcod AS (“Norcod” or the
“Company”) on 13 May 2026 with key information in relation to a subsequent
offering (the “Subsequent Offering”) of up to 1,000,000 new shares (the “Offer
Shares”) at a subscription price of NOK 10 per share (the “Offer Price”). The
Offer Price is equal to the offer price in the private placement of new shares
that was successfully placed on 12 May 2026 (the “Private Placement”).
The Company has resolved to proceed with the Subsequent Offering, which may
raise total gross proceeds of up to NOK 10,000,000. The Subsequent Offering
will be directed towards existing shareholders in the Company as of 12 May
2026, as registered in Euronext Securities Oslo (“VPS”) on 15 May 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, would (in jurisdictions other than Norway) require any
prospectus, filing, registration or similar action (the “Eligible
Shareholders”).
Each Eligible Shareholder will be granted 0.06 subscription rights for each
existing share registered as held by such Eligible Shareholder as of the
Record Date. Each subscription right will give the right to subscribe for, and
be allocated, one (1) share in the Subsequent Offering. Over-subscription and
subscription without subscription rights is permitted.
The subscription period for the Subsequent Offering commences on 15 June 2026
at 09:00 CEST and ends on 26 June 2026 at 16:30 CEST (the “Subscription
Period”).
The Company, in consultation with the Manager (as defined below), reserves the
right to extend the Subscription Period for the Subsequent Offering at any
time and without any prior written notice and at its sole discretion.
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
Norwegian Securities Trading Act chapter 7 (the “Prospectus”). The Prospectus
is available, subject to regulatory restrictions in certain jurisdictions, at
the Manager’s website: www.dnb.no/emisjoner.
Subscription shall primarily be made through the VPS online subscription
system. Eligible Shareholders who are not able to use the VPS online
subscription system, may subscribe by correctly completing and signing a
subscription form (attached to the Prospectus), and delivering it to the
Manager (by mail or email) in accordance with the instructions set out in the
subscription form.
Subscription rights that are not used to subscribe for Offer Shares before the
expiry of the Subscription Period will have no value and will lapse without
compensation to the holder.
The due date for payment of the Offer Shares is 2 July 2026. The Offer Shares
will, after registration of the share capital increase in the Norwegian
Register of Business Enterprises pertaining to the Subsequent Offering, be
registered in the VPS in book-entry form and are expected to be delivered to
the applicant’s VPS account on or about 10 July 2026. The Offer Shares will
have equal rights and rank pari passu with the Company’s existing shares.
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 27 May 2026, (iii) registration of the share capital increase
pertaining to the Subsequent Offering with the Norwegian Register of Business
Enterprises, and (iv) delivery of the Offer Shares to the subscribers in the
VPS.
DNB Carnegie, a part of DNB Bank ASA, is sole manager for the Subsequent
Offering (the “Manager”).
Advokatfirmaet Haavind AS is acting as legal counsel to Norcod.
For more information, please contact:
Christian Riber, CEO Tel: +47 905 37 990, E-mail: cr@norcod.no
Stian Hansen, CFO Tel: +47 481 78 846, E-mail: sh@norcod.no
About Norcod:
Norcod’s core business is commercial sea farming of cod and is involved in the
entire value chain through ownership and partnerships. Norcod’s existing fish
farms are located in Mid-Norway and along the Helgeland coast with ideal
conditions for cod. The company is contributing to blue ocean value creation
with minimal impact on the environment while supporting local communities.
Norcod is listed on Oslo’s Euronext Growth market.
IMPORTANT NOTICE
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 or their
securities 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 Print date 2026.4.28 3 4 Print date 2026.4.28 an approved prospectus
in such EEA Member State. The expression “Prospectus Regulation” means
Regulation 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 believes 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
its control.
Actual events may differ significantly from any anticipated development due to
a number of factors, including without limitation, changes in investment
levels and need for the Company’s services, changes in the general economic,
political and market conditions in the markets in which the Company operate,
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 provide any
guarantees 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 Manager nor any of its affiliates make any representation as to
the accuracy or completeness of this announcement and does not accept 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 in the Company.
Neither the Manager nor any of its affiliates accept any liability arising
from the use of this announcement.
This information has been submitted pursuant to the Securities Trading Act §
5-12 and MAR. The information was submitted for publication, through the
agency of the contact persons set out above, at 2026-06-15 08:00 CEST.
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