NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER
JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN.
Bodø, 11 February 2026
Reference is made to the stock exchange announcement by Gigante Salmon AS (the
"Company") on 10 February 2026 regarding a contemplated private placement of new
shares (the "Private Placement") and a public retail offering of new shares (up
to the NOK equivalent of EUR 1 million), facilitated by Nordnet Bank AB (the
"Retail Offering"), together raising gross proceeds of up to NOK 322,500,000
(the "Offer Size").
The Company is pleased to announce that the Private Placement and the Retail
Offering has been successfully placed. The Private Placement attracted strong
investor demand, and in consultation with the Managers, the Company therefore
resolved to upsize the Offer Size with NOK 37.5 million (approx. 11% of the
original Offer Size) to NOK 360 million in order to accommodate for healthy
allocations. The board of directors of the Company (the "Board") has resolved to
allocate (conditionally for Tranche 2 (as defined below)) 47,000,000 new shares
in the Private Placement and 1,000,000 new shares in the Retail Offering
(together the "Offer Shares") at a fixed subscription price of NOK 7.50 per
Offer Share (the "Offer Price").
The Private Placement will be settled in two tranches: one tranche with
43,000,000 Offer Shares ("Tranche 1") that has been resolved by the Board
pursuant to the authorization granted by the general meeting in the Company held
on 15 December 2025 (the "Board Authorization") and a second tranche with
5,000,0000 Offer Shares ("Tranche 2"), which the Board will propose to be issued
by a resolution in an extraordinary general meeting in the Company (the "EGM")
to be summoned shortly. All of the Offer Shares in Tranche 2 are allocated to
the Company's largest shareholder, Gigante Havbruk AS.
DNB Carnegie, a part of DNB Bank ASA, Pareto Securities AS and SB1 Markets AS
have acted as joint manager and bookrunners in the Private Placement
(collectively the "Managers").
The Company intends to use the net proceeds from the Private Placement and the
Retail Offering to support the next phase of the Company's growth, including
necessary and strategic improvements to the Company's facility at Rødøy, working
capital and general corporate purposes, including repayment of short-term loans.
Settlement:
The date for settlement of Tranche 1 of the Private Placement is expected to be
on or about 13 February 2026 (T+2). Settlement of the Retail Offering is
expected to take place, subject to and in conjunction with settlement of Tranche
1 of the Private Placement.
Settlement for Tranche 2 is expected to take place on or about 27 February 2026,
subject to the satisfaction of the Tranche 2 Conditions (as defined below) and
handling time for registration of the share capital increase relating to Tranche
2 in the Norwegian Register of Business Enterprises (the "NRBE").
The Offer Shares in Tranche 1 and in the Retail Offering will be settled with
new shares in the Company resolved issued under the Board Authorisation, and
delivery versus payment ("DVP") settlement will be facilitated by a pre-funding
agreement entered into between the Company and the Managers (the "Pre-Funding
Agreement").
The first day of trading on Euronext Growth Oslo for the Offer Shares in Tranche
1 and the Retail Offering is expected on or about 12 February 2026, and on or
about 26 February 2026 for Tranche 2, in each case subject to registration of
the relevant share capital increase in the NRBE. The Company will publish a
stock exchange announcement when the registrations have taken place.
To issue the Offer Shares allocated in Tranche 1 of the Private Placement and
Retail Offering, the Board has resolved to increase the Company's share capital
with NOK 43,000,000 by issuance of 43,000,000 new shares pursuant to the Board
Authorization. Following registration of the share capital increases pertaining
to Tranche 1 of the Private Placement and the Retail Offering with NRBE, the
Company's share capital will be NOK 214,263,594 divided into 214,263,594 shares,
each with a nominal value of NOK 1.00.
Allocation and lock-up:
Notification of allocation (conditional with respect to Tranche 2) and payment
instruction will be issued to applicants by the Managers on 11 February 2026.
In line with the announced pre-commitment structure and in order to accommodate
for healthy allocations following strong demand during the application period in
the Private Placement, Gigante Havbruk AS, has been allocated 6,950,000 Offer
Shares at the Offer Price in the Private Placement, equal to NOK 52.125 million.
Gigante Havbruk AS will remain the Company's largest shareholder and will hold
at least more than 50.01% of the shares in the Company following completion of
the Private Placement, Retail Offering, and the Subsequent Offering (as defined
herein).
The following primary insiders have been allocated Offer Shares at the Offer
Price in the Private Placement:
o Liv Monica Stubholt (chairperson of the Board), has been allocated 133,333
Offer Shares equal to approx. NOK 1 million