Kats, Netherlands - May 12 , 2026 - Reference is made to the stock exchange
announcement made by The Kingfish Company N.V. (Euronext Growth Oslo: KING) (the
"Company" or "Kingfish") earlier today (the "Restructuring Announcement")
regarding the successful private placement by the Company (the "Private
Placement"), raising committed gross proceeds of EUR 21 million through the
conditional allocation of 392,523,365 new ordinary shares at a subscription
price of EUR 0.0535 per share (the "Offer Price"), as part of a contemplated
comprehensive restructuring of the Company's capital structure (the
"Restructuring").
As further detailed in the Restructuring Announcement, and subject to completion
of the Private Placement, the Company intends to carry out a subsequent offering
of up to 74,766,355 new ordinary shares (the "Subsequent Offering") at the NOK
equivalent of the Offer Price, raising up to the NOK equivalent of EUR 4 million
in gross proceeds. The Subsequent Offering will be directed towards shareholders
of the Company as of 11 May 2026 (as registered with the VPS two trading days
thereafter (the "Record Date")) who: (i) are not an Investor and/or a CLA lender
(as defined in the Restructuring Announcement); (ii) were not wall-crossed in
connection with the Private Placement; and (iii) are not resident in a
jurisdiction where such offering would be unlawful, or would (in jurisdictions
other than Norway) require any prospectus, filing, registration or similar
action (the "Eligible Shareholders").
The supervisory board of the Company (the "Board") will propose that an
extraordinary general meeting of the Company (the "EGM"), expected to be held on
or about 15 June 2026, resolves to consummate the Subsequent Offering and
approve any ancillary resolutions to issue up to 74,766,355 shares in the
Subsequent Offering.
The Subsequent Offering will be conditional upon: (i) completion of the Private
Placement; (ii) relevant corporate resolutions, including approval by the Board
and the EGM; (iii) the publication by the Company of a national prospectus in
Norway prior to the commencement of the subscription period; and (iv) compliance
with all applicable securities laws and regulations.
Key information with respect to the Subsequent Offering:
o Date on which the terms and conditions of the Subsequent Offering were
announced: 12 May 2026
o Last day including right: 11 May 2026
o Ex-date: 12 May 2026
o Record date: 13 May 2026
o Date of approval: On or about 15 June 2026 (the date of the EGM)
o Maximum number of new shares: 74,766,355
o Subscription price: The NOK equivalent of EUR 0.0535
The Company reserves the right in its sole discretion to not conduct or cancel
the Subsequent Offering and will, if and when finally resolved, issue a separate
stock exchange notice with further details on the Subsequent Offering.
For media and investor inquiries, please contact
press@the-kingfish-company.com
ir@the-kingfish-company.com
This information is published in accordance with the requirements of the
Continuing Obligations for Euronext Growth Oslo.
About The Kingfish Company
The Kingfish Company is a pioneer and leader in sustainable land-based
aquaculture, specialising in the production of high-quality yellowtail kingfish.
The Company operates its flagship facility, Kingfish Zeeland, in the
Netherlands.
Production is based on advanced recirculating aquaculture systems (RAS) that
ensure biosecurity and environmental control. Animal welfare is paramount, and
the fish are grown without antibiotics or vaccines. All operations run on 100%
renewable electricity, and use seawater to conserve freshwater resources.
The Company's main product, the Yellowtail Kingfish (also known as ricciola,
hiramasa, or greater amberjack), is a versatile premium species highly valued in
Italian and Asian-fusion cuisines. Its products are certified as sustainable and
environmentally responsible by Best Aquaculture Practices (BAP), GLOBALG.A.P.,
and Friend of the Sea.
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
distribution of this announcement and other information may be restricted by law
in certain jurisdictions. 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. Persons into
whose possession this announcement or such other information should come are
required to inform themselves about and to observe any such restrictions.
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 or their
securities 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.
In any EEA Member State, this communication is only addressed to and is only
directed at qualified investors in that Member State within the meaning of the
Prospectus Regulation, i.e., only to investors who can receive the offer without
an approved prospectus in such EEA Member State. The expression "Prospectus
Regulation" means Regulation 2017/1129 as amended together with any applicable
implementing measures in any Member State. In the United Kingdom, this
communication is only addressed to and is only directed at Qualified Investors
as defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to
Trading regulations 2024, and 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) persons falling within
Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated
associations, etc.) (all such persons together being referred to as "Relevant
Persons"). These materials are directed only at Relevant Persons and must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available only to
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 believes 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 its control.
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 provide
any guarantees 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 document.
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 of the Company, the Manager nor any of their respective 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 in the Company. Neither the Company, the Manager nor any of
their respective affiliates accept any liability arising from the use of this
announcement.
to buy any securities or a recommendation to buy or\
sell any securities in the Company. Neither the Company\, the Manager nor any of\
their respective affiliates accept any liability arising from the use of this\
announcement.\