Kurs & Likviditet
Beskrivning
Land | Nederländerna |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2023-01-03 08:30:00
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 28 September 2022 regarding the completion of a
conditional private placement of 24,224,781 new shares in the Company at a
subscription price of NOK 8.410 per share (the "Offer Price"), raising gross
proceeds of approx. NOK 203.7 million, equivalent to approx. EUR 19.7 million
(the "Private Placement"), and the key information notice on 28 September 2022
regarding a proposed fully underwritten subsequent offering of new shares in the
Company (the "Subsequent Offering"). Reference is further made to the
authorization granted to the supervisory board of the Company by the
extraordinary general meeting held on 14 October 2022 to issue the new shares in
the Subsequent Offering and the stock exchange notice on 23 December 2022
regarding approval by the Dutch Authority for the Financial Markets and
passporting into Norway of a prospectus prepared for the purpose of the
Subsequent Offering (the "Prospectus").
The Prospectus is, subject to regulatory restrictions in certain jurisdictions,
available 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/stock-exchange-filings).
Further information regarding the Subsequent Offering
The Subsequent Offering consists of an offer of up to 18,884,315 new shares in
the Company (the "Offer Shares") directed towards Eligible Shareholders (as
defined below), to raise gross proceeds of approx. NOK 158.8 million, equivalent
to approx. EUR 15.3 million. The subscription price per Offer Share is equal to
the Offer Price in the Private Placement.
The Subsequent Offering is fully underwritten by Stolt-Nielsen M.S. Ltd.,
Creadev international S.A.S, Rabo Participates B.V., Claris B.V., Kverva Finans
AS and a.s.r. Asset Management (jointly, the "Investors") subject to the terms
and conditions of an underwriting agreement entered into between the Company and
the Investors. Pursuant to the underwriting agreement, each of the Investors
has, severally but not jointly, agreed, failing subscription by Eligible
Shareholders, to subscribe for Offer Shares themselves at the Offer Price and
may be requested to do so at the Company's discretion. The Investors shall only
be allocated Offer Shares not subscribed by Eligible Shareholders. To the extent
the underwriting is exercised by the Company, the Investors' underwriting
commitments shall be scaled back equal to the total subscription amounts made by
the Eligible Shareholders in the Subsequent Offering in accordance with a tiered
order of reduction between the Investors. For further information regarding the
underwriting arrangement, please refer to section 10.5 of the Prospectus.
The Subsequent Offering is directed towards existing shareholders as of 27
September 2022, as registered with the VPS on 29 September 2022 (the "Record
Date") who (i) were not allocated new shares in the Private Placement and (ii)
are not resident in jurisdiction where such offering would be unlawful, or would
require any prospectus filing, registration or similar action in jurisdictions
other than the Netherlands and Norway ("Eligible Shareholders").
Eligible Shareholders will, based on their registered holding in the VPS at the
end of the Record date, be granted non-tradable subscription rights (the
"Subscription Rights") to subscribe for and be allocated Offer Shares in the
Subsequent Offering. Each Eligible Shareholder will be granted 0.50002
Subscription Rights per one (1) existing share registered with the respective
Eligible Shareholder on the Record Date. The number of Subscription Rights
issued to each Eligible Shareholder will be rounded down to the nearest whole
Subscription Right. Each whole Subscription Right will, subject to applicable
securities laws, give the right to subscribe for and be allocated one Offer
Share in the Subsequent Offering. The Subscription Rights will not be listed and
admitted to trading and are not transferable. Subscription without Subscription
Rights and oversubscription in the Subsequent Offering will not be permitted.
Subscription Rights not used to subscribe for Offer Shares before the end of the
Subscription Period will lapse without compensation to the holder, and,
consequently, will be of no value from that point in time.
The subscription period in the Subsequent Offering will commence today, on 3
January 2023 at 09:00 (CET) and will close on 16 January 2023 at 16:30 (CET).
The Company, after consultation with the Managers (as defined below), reserves
the right to accelerate or extend the subscription period.
Allocation of the Offer Shares is expected to take place after the closing of
the subscription period on or around 17 January 2023, subject to acceleration or
extension of the subscription period. Payment for the Offer Shares allocated to
a subscriber is expected to fall due on or around 20 January 2023.
The Offer Shares will be listed on Euronext Growth Oslo under the Company's ISIN
NL00150001S5 as soon as the Offer Shares have been issued in the VPS, expected
to take place on or around 28 January 2023. The Company expects that the Offer
Shares will be delivered to the VPS account of the respective subscribers to
whom they are allocated on or around 29 January 2023.
The completion of the Subsequent Offering is subject to (i) the supervisory
board of the Company resolving the necessary corporate resolutions to carry out
the Subsequent Offering, including the resolution to consummate the Subsequent
Offering and issue the Offer Shares, (ii) the execution and delivery of a deed
of issuance of the Offer Shares to the Company's registrar in the VPS, DNB Bank
ASA (the "VPS Registrar")