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2025-12-18 11:52:37
Oslo, 18 December 2025
Reference is made to the stock exchange announcement made by Fjord Defence Group
ASA (the "Company") earlier today regarding completion of an extraordinary
general meeting of the Company (the "EGM").
As further detailed therein, the EGM inter alia resolved to issue a total of
13,333,333 new shares in the Company at a subscription price of NOK 12.00 per
share (the "Offer Price") in the private placement announced on 27 November 2025
(the "Private Placement").
Following registration of the share capital increase pertaining to the issuance
of the shares in the Private Placement (the "Share Capital Increase"), the
Company's share capital will be NOK 460,165,255.20, divided into 54,781,578
shares, each with a par value of NOK 8.40.
For further details about the Private Placement, please refer to the Company's
stock exchange announcement of 27 November 2025.
Disclosure of major shareholding and share lending
Prior to the Private Placement and registration of the Share Capital Increase,
Songa Capital AS holds 1,383,004 shares on a consolidated basis, representing
~3.34% of the issued shares and votes in the Company. Following the allocation
of shares in the Private Placement and registration of the Share Capital
Increase, Songa Capital AS will on a standalone basis hold 4,174,999 shares, and
on a consolidated basis 4,716,337 shares, representing ~7.62% and ~8.61% of the
issued shares and votes in the Company, respectively, thus exceeding the 5%
threshold pursuant to section 4-2 of the Norwegian Securities Trading Act both
on a standalone and consolidated basis. Following the allocation of shares in
the Private Placement, but before the registration of the Share Capital
Increase, Songa Capital AS' consolidated position in the Company will be
~11.38%, which will fall to the beforementioned ~8.61% following the
registration of the Share Capital Increase. Songa Capital AS' consolidated
position in the Company will comprise 4,174,999 shares held by Songa Capital AS
(representing ~7.62% of the shares and votes), 460,416 shares held by Songa X AS
(representing ~0.84% of the shares and votes), and 80,922 shares held by Songa
Bulk Chartering AS (representing ~0.15% of the shares and votes).
Songa X AS and Songa Bulk Chartering AS are 100% owned by Songa Investments AS,
which together with Songa Capital AS is 100% owned by Songa Invest Holding AS
and Blystad Group AS, all of which are ultimately controlled by Arne Blystad.
Neither Songa Capital AS, Songa X AS nor Songa Bulk Chartering AS have rights to
further shares or votes in the Company.
Further, to facilitate delivery-versus-payment (DVP) settlement of the shares
allocated to investors in the Private Placement, existing shareholders in the
Company, AS Saturn, Cubic Invest AS, Trigger AS, GKI AS and Hugin Management AS
(collectively, the "Share Lenders"), have lent in aggregate 13,333,333 existing
and unencumbered shares in the Company already admitted to trading on Euronext
Oslo Børs to Pareto Securities AS, acting as settlement agent on behalf of the
managers in the Private Placement, pursuant to a share lending agreement. Due to
the share lending, the Share Lenders will temporarily reduce their respective
shareholdings, and, as a result, each of the Share Lenders will fall below the
5% threshold pursuant to section 4-2 of the Norwegian Securities Trading Act as
follows (prior to registration of the Share Capital Increase):
* AS Saturn, having held 3,133,565 shares in the Company (representing ~7.56%
of the issued shares and votes), has temporarily reduced its shareholding to
238,742 shares. AS Saturn is ultimately controlled by Jon Asbjørn Bø.
* Cubic Invest AS, having held 3,127,840 shares in the Company (representing
~7.55% of the issued shares and votes), has temporarily reduced its shareholding
to 238,306 shares. Cubic Invest AS is ultimately controlled by Lars Harald
Henriksen.
* Trigger AS, having held 3,127,840 shares in the Company (representing ~7.55%
of the issued shares and votes), has temporarily reduced its shareholding to
238,306 shares. Trigger AS is ultimately controlled by Jan Marius Hektoen.
* GKI AS, having held 2,886,321 shares in the Company (representing ~6.96% of
the issued shares and votes), has temporarily reduced its shareholding to
219,905 shares. GKI AS is ultimately controlled by Gudmund Kjærheim.
* Hugin Management AS, having held 2,157,396 shares in the Company
(representing ~5.21% of the issued shares and votes), has temporarily reduced
its shareholding to 164,370 shares. Hugin Management AS is ultimately controlled
by Harald Lunde.
Following redelivery of the borrowed shares and registration of the Share
Capital Increase, including allocation of shares in the Private Placement, AS
Saturn will hold 3,300,231 shares in the Company (representing ~6.02% of the
issued shares and votes), Cubic Invest AS will hold 3,211,173 shares in the
Company (representing ~5.86% of the issued shares and votes), Trigger AS will
hold 3,211,173 shares in the Company (representing ~5.86% of the issued shares
and votes), and GKI AS will hold 2,969,654 shares in the Company (representing
~5.42% of the issued shares and votes), resulting in these Share Lenders
exceeding the 5% threshold pursuant to section 4-2 of the Norwegian Securities
Trading Act. Following redelivery of the borrowed shares and registration of the
Share Capital Increase, including allocation of shares in the Private Placement,
Hugin Management AS' shareholding will continue to be below the 5% threshold.
None of the Share Lenders have rights to further shares or votes in the Company.
Mandatory notification of trade
The following close associates of the Company's board of directors and
management have been allocated shares in the Private Placement at the Offer
Price as follows:
* AS Saturn, close associate of Jon Asbjørn Bø (CEO of the Company), has been
allocated 166,666 shares