NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANYSTATE OF THE UNITED STATES OF AMERICA AND THEDISTRICT OF COLUMBIA ) (THE "UNITED STATES "),AUSTRALIA ,CANADA , THEHONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ORJAPAN , 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 byThe Kingfish Company N.V. ("Kingfish" or the "Company") on3 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 ofNOK 8.410 . The subscription period for the Subsequent Offering will expire today16 January 2023 at 16:30 (CEST). Correctly completed subscription forms must be received by the managers of the Subsequent Offering,Arctic Securities AS andDNB Markets , a part ofDNB Bank ASA (the "Managers"), or, in the case of online subscriptions, be registered, by the subscription period expiration time. Subscription rights that are not used to subscribe forOffer Shares by the end of the subscription period will have no value and will lapse without compensation to the holder. For more information, please refer to the prospectus dated22 December 2022 , prepared by the Company in connection with the Subsequent Offering, which is available at on the following websites, www.arctic.com/secno/en/offerings, www.dnb.no/emisjoner and on the website of the Company (https://www.the-kingfish-company.com/investors-relations). AdvisorsArctic Securities AS andDNB Markets , a part ofDNB Bank ASA , act as Managers in connection with the Subsequent Offering.Wikborg Rein Advokatfirma AS is acting as Norwegian legal advisor andDLA Piper Nederland N.V. is acting as Dutch legal advisor to Kingfish in connection with the Subsequent Offering. AboutThe 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 inthe Netherlands is 1,500 tons of high quality and high value Yellowtail Kingfish. Expansion is underway and capacity inthe Netherlands is expected to reach 3,500 tons in Q1 2023. In the US, all federal, state and local permits have been secured. 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 byAquaculture Stewardship Council (ASC), Best Aquaculture Practices (BAP) andBritish Retail Consortium (BRC). It was the winner of the 2019 Seafood Excellence Award, and it is recommended as green choice byGood 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 theDutch Authority for the Financial Markets (Autoriteit Financile 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 theU.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold inthe United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicableU.S. state securities laws. The Company does not intend to register any part of the offering inthe United States or to conduct a public offering of securities inthe United States . Any sale inthe 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 thanthe Netherlands andNorway , 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 theUnited 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.
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