Kurs & Likviditet
Beskrivning
Land | Nederländerna |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2023-01-16 08:51:49
NOT FOR DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES"), AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION
OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH
THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Reference is made to the stock exchange notice by The Kingfish Company N.V.
("Kingfish" or the "Company") on 3 January 2023 regarding the start of the
subscription period of a fully underwritten subsequent offering (the "Subsequent
Offering") of up to 18,884,315 new shares in the Company (the "Offer Shares") at
a subscription price of NOK 8.410.
The subscription period for the Subsequent Offering will expire today 16 January
2023 at 16:30 (CEST).
Correctly completed subscription forms must be received by the managers of the
Subsequent Offering, Arctic Securities AS and DNB Markets, a part of DNB Bank
ASA (the "Managers"), or, in the case of online subscriptions, be registered, by
the subscription period expiration time. Subscription rights that are not used
to subscribe for Offer Shares by the end of the subscription period will have no
value and will lapse without compensation to the holder.
For more information, please refer to the prospectus dated 22 December 2022,
prepared by the Company in connection with the Subsequent Offering, which is
available at on the following websites, www.arctic.com/secno/en/offerings,
www.dnb.no/emisjoner and on the website of the Company
(https://www.the-kingfish-company.com/investors-relations).
Advisors
Arctic Securities AS and DNB Markets, a part of DNB Bank ASA, act as Managers in
connection with the Subsequent Offering. Wikborg Rein Advokatfirma AS is acting
as Norwegian legal advisor and DLA Piper Nederland N.V. is acting as Dutch legal
advisor to Kingfish in connection with the Subsequent Offering.
About The Kingfish Company N.V.
The Kingfish Company is a pioneer and leader in sustainable land-based
aquaculture. Current annual production capacity at its Kingfish Zeeland facility
in the Netherlands is 1,500 tons of high quality and high value Yellowtail
Kingfish. Expansion is underway and capacity in the Netherlands is expected to
reach 3,500 tons in Q1 2023. In the US, all federal, state and local permits
have been secured.
Production is based on advanced recirculating aquaculture systems (RAS), which
protect biodiversity and ensure biosecurity. Animal welfare is paramount, and
the fish is grown without use of antibiotics and vaccines. Operations run on 100
percent renewable energy, sourced from wind, solar and biogas. The Company's
facilities operate on sea water, avoiding wasting of precious fresh water.
The Kingfish Company's main product at present, the Yellowtail Kingfish (also
known as Ricciola/Hiramasa/Greater Amberjack) is a highly versatile premium fish
species, well known in the Italian and Asian fusion cuisines. Its products are
certified and approved as sustainable and environmentally friendly by
Aquaculture Stewardship Council (ASC), Best Aquaculture Practices (BAP) and
British Retail Consortium (BRC). It was the winner of the 2019 Seafood
Excellence Award, and it is recommended as green choice by Good Fish Foundation.
For media and investor inquiries, please contact:
press@the-kingfish-company.com
ir@the-kingfish-company.com
IMPORTANT INFORMATION
This announcement is not and does not form a part of any offer to sell, or a
solicitation of an offer to purchase, any securities of the Company. The
information contained in this announcement is for informational purposes only
and does not purport to be full or complete. Copies of this announcement are not
being made and may not be distributed or sent into any jurisdiction in which
such distribution would be unlawful or would require registration or other
measures. Any offering of the securities referred to in this announcement will
be made by means of a prospectus approved by the Dutch Authority for the
Financial Markets (Autoriteit Financile Markten) and published by the Company.
Investors should not subscribe for any securities referred to in this
announcement except on the basis of information contained in the Prospectus. The
issue, subscription or purchase of shares in the Company is subject to specific
legal or regulatory restrictions in certain jurisdictions.
The securities referred to in this announcement have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and accordingly may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act and in accordance with applicable U.S. state securities laws.
The Company does not intend to register any part of the offering in the United
States or to conduct a public offering of securities in the United States. Any
sale in the United States of the securities mentioned in this announcement will
be made solely to "qualified institutional buyers" as defined in Rule 144A under
the Securities Act.
This announcement has been prepared on the basis that any offer of securities in
any Member State of the European Economic Area, other than the Netherlands and
Norway, which has implemented the Prospectus Regulation (EU) (2017/1129, as
amended, the "Prospectus Regulation") (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Regulation, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for
offers of securities. Accordingly any person making or intending to make any
offer in that Relevant Member State of securities which are the subject of the
offering contemplated in this announcement, may only do so in circumstances in
which no obligation arises for the Company or the Managers to publish a
prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a
prospectus pursuant to Article 16 of the Prospectus Regulation, in each case, in
relation to such offer. Neither the Company nor the Managers have authorised,
nor do they authorise, the making of any offer of the securities through any
financial intermediary, other than offers made by the Managers which constitute
the final placement of the securities contemplated in this announcement. Neither
the Company nor the Managers have authorised, nor do they authorise, the making
of any offer of securities in circumstances in which an obligation arises for
the Company or the Managers to publish or supplement a prospectus for such
offer.
This communication is only being distributed to and is only directed at persons
in the United Kingdom 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 for
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.
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", "expect", "anticipate",
"strategy", "intends", "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 believe 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 their control. Actual
events may differ significantly from any anticipated development due to a number
of factors, including without limitation, changes in public sector investment
levels, changes in the general economic, political and market conditions in the
markets in which the Company operates, the Company's ability to attract, retain
and motivate qualified personnel, changes in the Company's ability to engage in
commercially acceptable acquisitions and strategic investments, and changes in
laws and regulation and the potential impact of legal proceedings and actions.
Such risks, uncertainties, contingencies and other important factors could cause
actual events to differ materially from the expectations expressed or implied in
this release by such forward-looking statements. The Company does not make any
guarantee that the assumptions underlying the forward-looking statements in this
announcement are free from errors nor does it accept any responsibility for the
future accuracy of the opinions expressed in this announcement or any obligation
to update or revise the statements in this announcement to reflect subsequent
events. You should not place undue reliance on the forward-looking statements in
this announcement.
The information, opinions and forward-looking statements contained in this
announcement speak only as at its date, and are subject to change without
notice. The Company does not undertake any obligation to review, update,
confirm, or to release publicly any revisions to any forward-looking statements
to reflect events that occur or circumstances that arise in relation to the
content of this announcement.
Neither the Managers nor any of their affiliates makes any representation as to
the accuracy or completeness of this announcement and none of them accepts any
responsibility for the contents of this announcement or any matters referred to
herein.
This announcement is for information purposes only and is not to be relied upon
in substitution for the exercise of independent judgment. It is not intended as
investment advice and under no circumstances is it to be used or considered as
an offer to sell, or a solicitation of an offer to buy any securities or a
recommendation to buy or sell any securities of the Company. Neither the
Managers nor their affiliates accept any liability arising from the use of this
announcement.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.