Proximar Seafood AS (“Proximar” or the “Company”) announces a refinancing plan that will strengthen the company’s liquidity situation, while simultaneously simplifying and strengthening the company’s balance sheet.
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The comprehensive refinancing plan includes both new equity through a rights issue securing equal treatment to all shareholders and a private placement, as well as amendments and refinancing of the company’s debt capital.
The Company has long explored alternative financing options, and this plan currently offers the most viable and concrete solution for refinancing and future positioning.
The refinancing plan includes:
• A combination of a MNOK 150 rights issue (see details at i) below) to the shareholders with tradeable rights and a contemplated private placement of MNOK 14.2 at NOK 1 per share directed towards the underwriters as part of the underwriting compensation.
• Amendments to the company’s debt capital: A planned 12-month extension of the maturity of the Japanese syndicated bank loan and amendments to the convertible bond, involving lower interest costs and renegotiated conversion terms.
Multiple use of proceeds
The rights issue (MNOK150) and contemplated private placement (MNOK 14.2) will cover:
• Extra working capital buffer totaling a minimum of MNOK 70, required as part of the refinancing of the current syndicated bank loan in Japan
• Refinancing a short-term shareholder loan of MNOK 30
• Extra funds for other general corporate purposes, including financing costs and some smaller upgrades and improvements
• Increased working capital requirements, following the planned shift in the harvest plan to improve average harvest weights and price achievement
Timeline
The rights issue will be proposed at an extraordinary general meeting in late August or early September 2025. Simultaneously, the Company will offer its convertible bondholders a temporary period to convert their bonds. Short-term liquidity needs will be addressed through the private placement in July.
“After a long process, we now have in place a financial solution that secures increased flexibility and a stronger capital structure. We will work hard to deliver operational progress, contributing to lifting the company further. We will also continue to seek alternatives to refinance the convertible bond, reducing the dilutionary effect on the shareholders,” says CEO Joachim Nielsen.
Amended bond terms and current status of negotiations
To raise the required equity close to the timing of the bond maturity, it has been necessary to seek a solution involving the bondholders in the convertible bond. This bond is maturing 27 of October 2025.
The execution of the bond amendments, which has been pre-accepted by a majority of the convertible bondholders, including the possibility to convert the convertible bond to equity during a temporary period for NOK 1 per conversion share, will be done in conjunction with the completion of the rights issue, expected around early September.
The board of directors has resolved to pursue the following financing process:
(i) The Company will propose a NOK 150 million rights issue for an extraordinary general meeting in August or September 2025 (the “Rights Issue”). Each shareholder will be granted tradable subscription rights in proportion to the number of existing shares registered at the record date, with a fixed subscription price of NOK 1 per new share. The Rights Issue may be upscaled and will be fully or partially underwritten with total underwriting of NOK 150 million obtained from underwriters (the “Underwriters”) to date.
(ii) On or about the same time as the Rights Issue, the Company will (a) offer its bondholders in its convertible bond with ISIN NO0012733387 (the “Bonds”) a temporary period to convert Bonds to shares in Company at a conversion rate of NOK 1 per conversion share, and (b) propose an amendment to the bond terms whereby the maturity date of the Bonds is extended by 15 months at 5% p.a and otherwise unchanged terms.
(iii) To address short term liquidity needs in Japan and to partly compensate the Underwriters, the Company will carry out a private placement directed exclusively to Underwriters of NOK 14,217,280 pursuant to the board authorisation held by the board of directors and with the subscription price in the private placement being NOK 1.
(iv) With effect from the Rights Issue, the terms of the Company’s shareholder loan from Grieg Kapital AS will be amended with the maturity date being extended with two years and the guarantee fee thereunder being reduced with 1.5% from 5% p.a. to 3.5% p.a. against the Company’s partly repayment of minimum MNOK 30.
The Company is therefore pleased to have entered into underwriting agreements (the “Underwriting Agreements”) for a total underwriting obligation of NOK 150 million with the Underwriters (the “Total Underwriting Obligation”).
Pursuant to, and subject to the terms and conditions of the Underwriting Agreements, the Underwriters have undertaken on a pro-rata basis (not jointly) to underwrite the Total Underwriting Obligation. Each of the Underwriters is entitled to (a) participation in the private placement described above and (b) an underwriting fee of 9% of its underwriting commitment, to be settled in the form of new shares in the Company to be subscribed at the same subscription price as in the Rights Issue.
Apart from customary conditions such as the required resolutions and publication of a prospectus, the Total Underwriting Obligation is conditional upon:
(v) Firstly, that the Company has obtained undertakings from a minimum of 2/3 of the Bonds that they will accept a conversion at the same price per share as the subscription price, with settlement taking place after the issuance of new shares in the Rights Issue.
(vi) Secondly, that the Company has obtained voting undertakings from 2/3 of the Bonds for amending the bond terms so that the maturity date of the Bonds is extended by 15 months at 5% p.a and otherwise unchanged terms.
(vii) Thirdly, that the Company has obtained agreement with Grieg Kapital AS for an amendment to the shareholder loans by which they are to be partly repaid (minimum MNOK 30), while the maturity date of the remaining loan will be extended with two years and the guarantee fee be reduced with 1.5% from 5% p.a. to 3.5% p.a. as from the issuance of the new shares in the Rights Issue.
ABG Sundal Collier ASA (“ABGSC”) is acting as financial advisor and Advokatfirmaet Thommessen AS is acting as legal counsel to Proximar Seafood AS.
The Company will provide further updates upon completion of the contemplated private placement, expectedly during this week, and thereafter announce the further details and time table for the Right Issue as well as announce the proposals made to holders of the Bonds, both expected to be published during August or September.
For further information, please contact:
Joachim Nielsen, CEO, +47 92 85 55 59, jn@proximar.com
Ole Chr. Willumsen, CFO, +47 48 21 34 29 ocw@proximar.com
About Proximar Seafood
Proximar Seafood is a Norwegian land-based salmon farming company with its first production facility and production at the foot of Mount Fuji in Japan. The company inserted its first batch of eggs in October 2022 and carried out its first harvest on 30 September 2024. Proximar’s brand and logo (Fuji Atlantic Salmon) were officially launched in October 2024 at our partner Marubeni Corporation’s head quarter in Tokyo. Through land-based salmon farming, using high-quality groundwater secured close to Mount Fuji, the company produces fresh Atlantic Salmon, harvested the same day. Proximar’s location, near one of the world’s most important fish markets, implies significant advantages, both in terms of reduced cost and carbon footprint.
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