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Land | Norge |
---|---|
Lista | OAX Equities |
Sektor | Finans |
Industri | Investeringar |
2025-09-01 15:00:19
Oslo, 1 September 2025
Reference is made to the stock exchange announcement made by Fjord Defence Group
ASA (the "Company") on 20 June 2025 regarding the successful completion of the
acquisition of 100% of the shares in Fjord Defence AS and the related
repositioning of the Company as a "compounder" in the defence industry.
Pursuant to section 4.1 of Oslo Rulebook II, Issuer Rules, the market value of
the shares listed on Euronext Expand or Euronext Oslo Børs shall not be lower
than NOK 1. Furthermore, as announced in the Company's Q2 2025 report on 29
August 2025, the Company has initiated a process for a potential uplisting of
its shares to the main board Euronext Oslo Børs. A requirement for such
uplisting is that the Company's shares each have an expected market value of at
least NOK 10 at the time of admission to trading on Euronext Oslo Børs.
The Company's board of directors hereby calls for an extraordinary general
meeting to be held on Monday, 22 September 2025 at 10:00 CEST to resolve upon a
share consolidation (reverse share split) in the ratio 12:1. As the Company's
shares currently cannot be divided by 12, the board also proposes a minor share
capital increase to ensure that the total number of shares in the Company is
dividable by 12.
The general meeting will be held at Wikborg Rein Advokatfirma AS, Dronning Mauds
gate 11, 0250 Oslo, Norway. Registration of attendees will begin at 09:30 CEST
on 22 September 2025. The notice of the general meeting is attached to this
announcement and will, together with the registration and proxy form and other
appendices, also be made available on the Company's website,
www.fjorddefencegroup.com.
It is proposed that the board is authorised to set the relevant key dates for
the reverse share split, such as last day including, ex-date and record date. In
connection with the reverse share split, it will also be necessary to change the
ISIN of the Company's shares. Further information about key dates and the change
of ISIN will be given through stock exchange announcements at a later time.
Shareholders who do not own a number of shares which can be divided by 12 will
in connection with the reverse share split have their shareholding rounded
downwards. Fractional shares will not be issued, and the shareholder will not
receive any compensation for the rounding. The board proposes that fractional
shares are added together to whole shares and sold at Euronext Expand, with the
net proceeds from the sale being donated to charity as determined by the board.
Shareholders that wish to avoid that their shareholding is rounded downwards
must ensure that they hold a number of shares dividable by 12 as of the date of
implementation of the reverse share split (i.e. the record date). Information
about the date of implementation of the reverse share split will be given at a
later time.
Shareholders are encouraged to either vote electronically in advance or submit
proxy forms prior to the meeting. Advance votes may be registered through the
Company's website, www.fjorddefencegroup.com (use ref. no. and pin code included
in the notice) or through VPS Investor Services. In VPS Investor Services,
select Corporate Actions - General Meeting - ISIN. If you are not able to
register electronically, you may send the register form by e-mail to
genf@dnb.no, or by regular mail to DNB Bank ASA, DNB Carnegie Issuer and
Investor Services, P.O. Box 1600 Sentrum, 0021 Oslo, Norway.
To register your attendance, please register through the Company's website,
www.fjorddefencegroup.com, or through VPS Investor Services.
The Company will arrange for shareholders to be able to call in to the general
meeting and as such participate in the meeting. Votes cannot be casted
digitally. Shareholders who wish to dial in to the general meeting are asked to
send an e-mail to info@fjorddefencegroup.com to receive dial-in details.
Shareholders receiving the paper version of the notice of the general meeting
are encouraged to accept electronic communication through VPS Investor Services.
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 and Oslo Rulebook II, Issuer Rules.