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2026-05-21 14:41:15
Oslo, 21 May 2026
Reference is made to the stock exchange announcements made by Fjord Defence
Group ASA (the "Company") yesterday, 20 May 2026, regarding completion of a
private placement raising gross proceeds of approximately NOK 81.5 million (the
"Private Placement") through issuance of 5,415,282 new shares (the "Offer
Shares") at a subscription price of NOK 15.05 per Offer Share (the "Offer
Price"), and the agreement to acquire 100% of the shares in Frydenbø Milpro AS
("Frydenbø Milpro") (the "Acquisition").
As further detailed therein, the board of directors of the Company (the "Board")
inter alia resolved to increase the share capital by issuance of the Offer
Shares (the "Share Capital Increase"). Following registration of the Share
Capital Increase, the Company's share capital will be NOK 580,867,274.40,
divided into 69,150,866 shares, each with a par value of NOK 8.40 (excluding the
issuance of consideration shares in the Acquisition). For further details about
the Private Placement and the Acquisition, please refer to the Company's stock
exchange announcements of yesterday, 20 May 2026.
Disclosure of major shareholding due to share lending
To facilitate delivery-versus-payment (DVP) settlement of the Offer Shares
allocated to investors in the Private Placement, existing shareholders in the
Company, AS Saturn and Tigerstaden AS (collectively, the "Share Lenders"), have
lent in aggregate 4,086,381 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 in the Company, 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 3,300,231 shares in the Company (representing ~5.18%
of the issued shares and votes prior to the registration of the Share Capital
Increase), has temporarily reduced its shareholding to 0 shares. AS Saturn is
ultimately controlled by Jon Asbjørn Bø. Jon Asbjørn Bø has no rights to further
shares or votes in the Company.
* Tigerstaden AS, having held 3,385,413 shares in the Company on a consolidated
basis as further detailed below (representing ~5.31% of the issued shares and
votes prior to the registration of the Share Capital Increase), has temporarily
reduced its consolidated shareholding to 2,599,263 shares. Tigerstaden AS is
ultimately controlled by Ketil Skorstad. Ketil Skorstad has no rights to further
shares or votes in the Company.
The disclosure obligation for Tigerstaden AS was triggered as a result of its
consolidated shareholding in the Company falling below the 5% threshold pursuant
to section 4-2 of the Norwegian Securities Trading Act following the share
lending. Prior to the share lending, Tigerstaden AS' consolidated position in
the Company was held through the following legal entities:
Legal entity Number of shares Percentage
Tigerstaden AS 1,874,999 2.94%
Tigerstaden Marine AS 833,333 1.31%
Alundo Invest AS 208,333 0.33%
Boolean AS 197,916 0.31%
Tigerstate Capital AS 145,832 0.23%
Tigergutt Invest AS 83,333 0.13%
Leoville AS 41,667 0.07%
SUM 3,385,413 5.31%
Following redelivery of the borrowed shares and registration of the Share
Capital Increase, including Offer Shares allocated in the Private Placement (see
below), AS Saturn will hold 3,366,676 shares in the Company (representing ~4.87%
of the issued shares and votes) and Tigerstaden AS will, on a consolidated
basis, hold 3,385,413 shares in the Company (representing ~4.89% of the issued
shares and votes). Neither of the Share Lenders will exceed the 5% threshold
pursuant to section 4-2 of the Norwegian Securities Trading Act following
registration of the Share Capital Increase.
Mandatory notifications of trade
The following close associates of the Company's primary insiders 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), was allocated
66,445 Offer Shares;
Mack Holding AS, close associate of Kristian Zahl (COO of the Company), was
allocated 6,644 Offer Shares;
Finance Interims ToDo AS, close associate of Øyvind Mølmann (CFO of the
Company), was allocated 6,644 Offer Shares.
See the enclosed forms for further details.
For more information please contact:
Jon Asbjørn Bø
jab@fjorddefence.com
+47 930 86 932
* * *
This information is subject to the disclosure requirements pursuant to the
Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and section 4-2
of the Norwegian Securities Trading Act.
ct to the disclosure requirements pursuant to the\
Market Abuse Regulation (EU) 596/2014 (MAR) article 19 number 3 and section 4-2\
of the Norwegian Securities Trading Act.\