NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, INAUSTRALIA ,CANADA ,JAPAN ,HONG KONG ORTHE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN. Key information relating to subsequent offering to be carried out byBioFish Holding AS Oslo ,13 January 2023 - Reference is made to the stock exchange notice fromBioFish Holding AS (the "Company") on13 January 2023 regarding the successful completion of a private placement of 55,000,000 new shares in the Company with gross proceeds ofNOK 55 million (the "Private Placement") and a potential subsequent offering at the same subscription price as in the Private Placement (the "Subsequent Offering"). The Company has, subject to completion of the Private Placement and certain other conditions, resolved to carry out a Subsequent Offering. The Subsequent Offering will be conducted at a price ofNOK 1 (the "Subscription Price") with non-tradeable subscription rights for up to 15,000,000 new shares in the Company towards existing shareholders in the Company as of12 January 2023 (as registered in the VPS two trading days thereafter, the "Record Date), who (i) were not allocated offer shares in the Private Placement, (ii) were not actively involved in presounding activities for the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, would (in jurisdictions other thanNorway ) require any prospectus, filing, registration or similar action ("Eligible Shareholders"). The Subsequent Offering will be subject to approval by the Company's board of directors (the "Board"), based on an authorization granted by the extraordinary general meeting to be held on or about20 January 2023 (the "EGM"), under which Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as of the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) approval of the authorization to the Board of Directors for the Subsequent Offering at the EGM and (iii) the publication of a prospectus (the "Prospectus") by the Company. The subscription period for the Subsequent Offering is expected to commence by end of Q1 2023. In accordance with the continuing obligations of companies listed on theOslo Stock Exchange , the following key information is given with respect to the Subsequent Offering: Date of announcement of the potential Subsequent Offering12 January 2023 Last day of trading including right to participate in Subsequent Offering12 January 2023 First Date of trading excluding right to participate in Subsequent Offering13 January 2023 Record Date16 January 2023 Date of approval On or about20 January 2023 Maximum number of new shares 15,000,000 Subscription priceNOK 1 For further information, please contact:Torbjørn Skulstad , CEO +47 483 81 546Tor Haldorsen , Chairman of the board +47 932 26 282 About BioFish: BioFish is an established producer of large smolt for the salmon farming industry, located in the Hardangerfjord on theNorwegian West Coast . The Company has recently been granted an expanded production license and aims to produce 2,200 tons of biomass p.a. when current facility has been expanded and completed. Important Notice: These materials do not constitute or form a part of any offer of securities for sale or a solicitation of an offer to purchase securities of BioFish inthe United States or any other jurisdiction. The securities of the Company may not be offered or sold inthe United States absent registration or an exemption from registration under theU.S. Securities Act of 1933, as amended (the "U.S. Securities Act"). The securities of the Company have not been, and will not be, registered under theU.S. Securities Act. Any sale inthe United States of the securities mentioned in this communication will be made solely to "qualified institutional buyers" as defined in Rule 144A under theU.S. Securities Act. No public offering of the securities will be made inthe United States . 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 of theEuropean Parliament and of the Council of14 June 2017 (together with any applicable implementing measures in any Member State). In theUnited Kingdom , this communication is only addressed to and is only directed atQualified Investors who (i) are 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) are 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. This statement contains certain forward-looking statements (as such defined in Section 21E of theU.S. Securities Exchange Act of 1934, as amended) concerning future events, including possible issuance of equity securities of the Company. Forward-looking statements are statements that are not historical facts and may be identified by words such as "anticipate", "believe", "continue", "estimate", "expect", "intends", "may", "should", "will" 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 include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The information, opinions and forward-looking statements contained in this announcement speak only as at its date and are subject to change without notice. This announcement is made by and, and is the responsibility of, the Company. The Manager is acting exclusively for the Company and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. None of the Manager or any of their respective 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. 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. None of the Manager or any of its respective affiliates accepts any liability arising from the use of this announcement. Each of the Company, the Manager and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this announcement whether as a result of new information, future developments or otherwise. 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. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or fromthe United States (including its territories and possessions, anyState of the United States and theDistrict of Columbia ),Australia ,Canada , Hong Kong Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The publication, distribution or release of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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