NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, HONG KONG, SOUTH AFRICA, NEW ZEALAND, JAPAN, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Kats, Netherlands – 26 June 2026 – Reference is made to the stock exchange announcement made by The Kingfish Company N.V. (Euronext Growth Oslo: KING) (the “Company” or “Kingfish”) on 12 May 2026 (the “Restructuring Announcement”) regarding a contemplated comprehensive restructuring of the Company’s capital structure (the “Restructuring”). Capitalised terms used but not defined herein shall have the meanings ascribed to them in the Restructuring Announcement. The Company further refers to its stock exchange announcements of 18 May 2026, 19 June 2026 and 21 June 2026, in which the Company announced the signing of the CLA Conversion Agreement, the adoption of the EGM Resolutions and the signing of the Amended SFA, respectively.
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The Company announces that the Supervisory Board has today, in accordance with the authorisations granted by the EGM Resolutions, resolved to:
(i) issue 392,523,364 new ordinary shares at a subscription price of EUR 0.0535 per share in connection with the Private Placement (the “Offer Shares”); and
(ii) issue 362,673,672 new ordinary shares in connection with the CLA Conversion (the “Conversion Shares”).
With the issuance of the Offer Shares and the Conversion Shares, the Private Placement and the CLA Conversion are now completed, the gross proceeds of EUR 21 million from the Private Placement will be released to the Company, and the CLA has been terminated in accordance with the terms of the CLA Conversion Agreement. The effectiveness of the Amended SFA is conditional upon, inter alia, completion of the Private Placement and the CLA Conversion and is expected to become unconditional in coming days.
Following the execution of private deed pertaining to the issuance of the Offer Shares and the Conversion Shares, the share capital of the Company will be EUR 8,978,910,84, divided into 897,891,084 ordinary shares, each with a nominal value of EUR 0.01.
For media and investor inquiries, please contact
press@the-kingfish-company.com
ir@the-kingfish-company.com
This information is published in accordance with the requirements of the Continuing Obligations for Euronext
Growth Oslo.
About The Kingfish Company
The Kingfish Company is a pioneer and leader in sustainable land-based aquaculture, specialising in the
production of high-quality yellowtail kingfish. The Company operates its flagship facility, Kingfish Zeeland, in
the Netherlands.
Production is based on advanced recirculating aquaculture systems (RAS) that ensure biosecurity and
environmental control. Animal welfare is paramount, and the fish are grown without antibiotics or vaccines.
All operations run on 100% renewable electricity, and use seawater to conserve freshwater resources.
The Company’s main product, the Yellowtail Kingfish (also known as ricciola, hiramasa, or greater amberjack),
is a versatile premium species highly valued in Italian and Asian-fusion cuisines. Its products are certified as
sustainable and environmentally responsible by Best Aquaculture Practices (BAP), GLOBALG.A.P., and Friend
of the Sea.
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 distribution of this announcement and other information may be
restricted by law in certain jurisdictions. 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. Persons into whose possession this announcement or such other information
should come are required to inform themselves about and to observe any such restrictions.
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 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. In the United Kingdom, this communication is only addressed to and is only directed at
Qualified Investors as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
regulations 2024, and 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) persons
falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.)
(all such persons together being referred to as “Relevant Persons”). These materials are directed only at
Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement relates is available only to 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.
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 document.
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 Company nor any of its respective affiliates or advisers 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 in the
Company. Neither the Company nor any of its respective affiliates or advisers accepts any liability arising
from the use of this announcement.
Kilde
