Beskrivning
Land | Norge |
---|---|
Lista | OAX Equities |
Sektor | Finans |
Industri | Investeringar |
2025-10-08 07:00:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG
KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN,
OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Oslo, 8 October 2025
Reference is made to the stock exchange announcement made by Fjord Defence Group
ASA (the "Company") on 24 September 2025 regarding the commencement of the
subscription period (the "Subscription Period") for the subsequent offering of
up to 1,041,666 new shares in the Company, each with a par value of NOK 8.40
("Offer Shares"), at a subscription price of NOK 9.60 per Offer Share (the
"Subsequent Offering").
The Subscription Period expires today, 8 October 2025, at 16:30 CEST. Correctly
completed subscription forms must be received by SB1 Markets AS (the "Manager")
before the expiry of the Subscription Period. Subscription rights that are not
used to subscribe for Offer Shares before the expiry of the Subscription Period
will have no value and will lapse without compensation to the holder.
For more information about the Subsequent Offering and the subscription
procedures, please refer to the prospectus dated 23 September 2025 available at
the Manager's website, https://www.sb1markets.com/transactions/.
For further information, please contact:
Jon Asbjørn Bø, CEO
jab@fjorddefence.com
+47 930 86 932
About Fjord Defence Group ASA
Fjord Defence Group ASA, "DFENS" is a Norwegian "compounder" listed on Euronext
Expand seeking to acquire and develop fast-growing, profitable, and well-run
companies in the defence industry. The company has a buy & build strategy, with
focus on acquiring established, profitable businesses within the defence,
security and related segments. More information on www.fjorddefencegroup.com.
This information is subject to the disclosure requirements pursuant to section
5-12 of the Norwegian Securities Trading Act.
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness. Neither the Manager, nor or any of its affiliates or
any of their respective directors, officers, employees, advisors or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy or
completeness of the information in this announcement (or whether any information
has been omitted from the announcement) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in a
visual or electronic form, and howsoever transmitted or made available, or for
any loss howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. This announcement has been prepared
by and is the sole responsibility of the Company.
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 from Australia, Canada, Japan, Hong Kong, South Africa
or the United States (including its territories and possessions, any State of
the United States and the District of Columbia) 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. Persons into whose possession any document or
other information referred to herein 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.
This announcement is not an offer for sale of securities in the United States.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act, and may not be offered or sold in the
United States absent registration with the U.S. Securities and Exchange
Commission or an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with
applicable U.S. state securities laws. The Company does not intend to register
any securities referred to herein in the United States or to conduct a public
offering of securities in the United States.
This announcement is an advertisement and is not a prospectus for the purposes
of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14
June 2017 (the "EU Prospectus Regulation") (together with any applicable
implementing measures in any Member State).
Any offering of the securities referred to herein will be made by means of a
Prospectus which will be prepared and which is subject to the approval by the
Financial Supervisory Authority of Norway. Investors in the Subsequent Offering
should not subscribe for any securities referred to in this announcement except
on the basis of information contained in the Prospectus. Copies of the
Prospectus will, following publication, be available on the Company's registered
office and, subject to certain exceptions, on the Manager's website.
In any EEA Member State other than Norway, 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.
This communication is only being distributed to and is only directed at persons
in the United Kingdom that are "qualified investors" within the meaning of the
EU Prospectus Regulation as it forms part of English law by virtue of the
European Union (Withdrawal) Act 2018 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) 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 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.
The Manager and its affiliates are acting exclusively for the Company and no-one
else in connection with the transactions described in this announcement. They
will not regard any other person as their respective clients in relation to the
transactions described in this announcement and will not be responsible to
anyone other than the Company, for providing the protections afforded to their
respective clients, nor for providing advice in relation to the transactions
described herein, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
In connection with the transactions described in this announcement, the Manager
and any of its affiliates, acting as investors for their own accounts, may
subscribe for or purchase securities and in that capacity may retain, purchase,
sell, offer to sell or otherwise deal for their own accounts in such securities
of the Company or related investments in connection with the transactions
described herein or otherwise. Accordingly, references in the Prospectus to the
securities being issued, offered, subscribed, acquired, placed or otherwise
dealt in should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by, the Manager and any of its affiliates acting
as investors for their own accounts. The Manager does not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so.
Certain figures contained in this announcement, including financial information,
have been subject to rounding adjustments. Accordingly, in certain instances,
the sum or percentage change of the numbers contained in this announcement may
not conform exactly with the figure given.
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", "aim", "expect",
"anticipate", "intend", "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 include
the possibility that the Company will determine not to, or be unable to, issue
any securities, and could cause actual events to differ materially from the
expectations expressed or implied in this release by such forward-looking
statements. Forward-looking statements speak only as of the date they are made
and cannot be relied upon as a guide to future performance. The Company, the
Manager and their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statement contained
in this announcement whether as a result of new information, future developments
or otherwise. The information, opinions and forward-looking statements contained
in this announcement speak only as at its date and are subject to change without
notice.