Beskrivning
Land | Nederländerna |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2025-01-15 21:15:00
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR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.
Kats, Netherlands - January 15, 2025
Reference is made to the stock exchange announcement published by The Kingfish
Company N.V. ("Kingfish" or the "Company", ticker: KING) on January 14, 2025
regarding the launch of the application period in the fully underwritten private
placement (the "Private Placement") of 31,111,112 new shares in the Company (the
"Offer Shares") at a fixed price of EUR 0.45 per Offer Share (the "Offer
Price"), to raise gross proceeds to the Company of EUR 14 million (the "Offer
Size").
The Company hereby announces that it has allocated 31,111,112 Offer Shares at
the Offer Price in the Private Placement. The net proceeds from the Private
Placement will be used to strengthen the Company's resources to accelerate the
sales ramp up until full utilisation of the farm capacity estimated at 4,000
tons per year and for general corporate purposes.
Allocation of Offer Shares to primary insiders and close associates will be
released in separate announcements.
Settlement
The Private Placement is divided in two tranches with Tranche 1 consisting of
11,084,900 Offer Shares (the "Tranche 1 Shares"), which have been resolved
issued by the Company's supervisory board (the "Board") pursuant to
authorisations granted by the Company's annual general meeting on June 19, 2024
(the "Authorisations"), and Tranche 2 consisting of 20,026,212 Offer Shares (the
"Tranche 2 Shares"), to be issued pursuant to a resolution by an extraordinary
general meeting of the Company to be held on January 24, 2025 (the "EGM") or the
Board, if so authorised by the EGM.
The Board has resolved to allocate all Offer Shares, conditionally in relation
to Tranche 2. Notification of allocations and settlement instructions for the
Private Placement is expected to be distributed by the Manager to the applicants
that have been allocated Offer Shares on January 16, 2025. The Private Placement
will be settled in euro (EUR).
Settlement of the Tranche 1 Shares is expected to take place by delivery to each
applicant's account in the Norwegian Central Securities Depository, Euronext
Securities Oslo ("VPS"), on or about January 22, 2025, and settlement of the
Tranche 2 Shares is expected to take place by delivery of Tranche 2 Shares to
the applicant's VPS account on or about January 29, 2025, in each case subject
to fulfilment of the relevant Conditions (see below). The Tranche 1 Shares are
expected to be tradable on Euronext Growth Oslo on or about January 21, 2025,
and the Tranche 2 Shares are expected to be tradable on Euronext Growth Oslo on
or about January 28, 2025.
The largest as well as certain other existing shareholders in the Company
(together, the "Underwriters") have, subject to customary conditions,
pre-committed and/or underwritten the full Offer Size pursuant to a subscription
and underwriting agreement entered into with Kingfish and the Manager (as
defined below) on December 20, 2024 (the "Subscription and Underwriting
Agreement"). The Underwriters' underwriting fee of 10% of their respective
underwriting commitment, will be settled through the issuance of 733,645 new
shares in the Company at the Offer Price (the "Underwriting Shares"). The
issuance of the Underwriting Shares is subject to a resolution by the EGM.
Conditions for completion of the Private Placement
The completion of Tranche 2 by delivery of Tranche 2 Shares to investors will be
subject to: (i) the EGM having resolved to (a) issue or grant rights to
subscribe for the Tranche 2 Shares, and (b) exclude or limit pre-emption rights
for the Tranche 2 Shares