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 3 January 2023 regarding the start of the subscription period of a fully underwritten subsequent offering (the “Subsequent Offering”) of up to 18,884,315 new shares in the Company (the “Offer Shares”) at a subscription price of NOK 8.410 (the “Offer Price”).
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The subscription period for the Subsequent Offering expired on 16 January 2023, at 16:30 (CET). By the end of the subscription period, the Company has received valid subscriptions for 18,884,315 Offer Shares in the Subsequent Offering. Other than the Investors (as defined below) all of the subscribers will receive the (rounded) number of Offer Shares subscribed for, raising gross proceeds of approximately NOK 158.8 million, equivalent to approx. EUR 14.9 million (based on the NOK/EUR exchange rate published by the Central Bank of Norway (Nw. Norges Bank) yesterday at 16:00 (CET)).
The Subsequent Offering was 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. The Company has received valid subscriptions for 10,900,594 Offer Shares from other subscribers than the Investors. Consequently, the Company has allocated the remaining 7,983,721 Offer Shares in the Subsequent Offering to the Investors pursuant to the terms of the underwriting agreement. The Investors have been allocated Offer Shares in the Subsequent Offering as set out below:
- Creadev international S.A.S: 4,222,223 Offer Shares
- Rabo Participates B.V.: 1,299,283 Offer Shares
- Claris B.V.: 1,254,536 Offer Shares
- Kverva Finans AS: 640,757 Offer Shares
- a.s.r. Asset Management: 566,922 Offer Shares
- Stolt-Nielsen M.S. Ltd.: 0 Offer Shares
The supervisory board of the Company has approved the allocation of the Offer Shares and furthermore resolved, pursuant to an authorization granted by the Company’s extraordinary general meeting held on 14 October 2022, to issue the Offer Shares at the Offer Price and exclude the pre-emption rights in respect of the Offer Shares.
In accordance with the terms and subject to the conditions as laid down in the approved and published prospectus prepared by the Company in respect of the Subsequent Offering, the Offer Shares are expected to be delivered to the subscribers’ VPS accounts on or about 29 January 2023 with the first trading being expected on 30 January 2023.
Notifications of allocated Offer Shares and the corresponding amount to be paid by subscribers are expected to be communicated to investors on or about 18 January 2023, with payment date on or about 20 January 2023. Investors who have access to investor services through their VPS account manager should be able to see the number of Offer Shares they have been allocated on their account from on or around 18 January 2023. The Managers (as defined below) may also be contacted for information regarding allocation, payment and delivery of the shares in the Subsequent Offering.
Following the legal issuance and placement of the Offer Shares, the Company will have a share capital of EUR 1,108,492.91 divided into 110,849,291 shares, each share with a nominal value of EUR 0.01.
Advisors
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. In the US, the company has secured all local, federal and state permits.
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.
For media and investor inquiries, please contact:
press@the-kingfish-company.com
ir@the-kingfish-company.com
IMPORTANT INFORMATION
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.
Kilde
