NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN, HONG KONG OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Reference is made to the Q4 2024 stock exchange notice from Norcod AS ("Norcod" or the "Company") on 13 February 2025 regarding the contemplated private placement of new shares and a new debt commitment from DNB Bank ASA. Today, the Company announces that it intends to raise gross proceeds of between NOK 150 – 175 million at a price of NOK 12 per share (the "Offer Price"), implying issuance of between 12,500,000 and 14,583,333 new shares (the "Offer Shares") (the "Private Placement"). DNB Markets, a part of DNB Bank ASA, acts as sole bookrunner for the Private Placement (the "Manager").

The net proceeds from the Private Placement, together with the net proceeds from the New Debt Commitment as (outlined below) and operational cash flow, will be used to fund biomass and site investments necessary to reach its 25,000t WFE annual target harvest capacity.

In connection with, and subject to the Private Placement, DNB Bank ASA is committing an additional NOK 130 million (with possibility to subsequently increase debt commitment up to NOK 150 million) in debt financing to support the Company’s growth plans. The debt is divided into a Term Loan and an Overdraft Facility, where availability of the Overdraft Facility is subject to certain financial covenants. (the “New Debt Commitment”).

The following investors and primary insiders have pre-committed, subject to certain conditions, to subscribe for Offer Shares, which in total covers the minimum size of the Private Placement: 

-	Artha Norcod A/S, the Company's largest shareholder and a close associate of Norcod's board member Jan Severin Sølbæk, has pre-committed to subscribe for and will be allocated Offer Shares equal to approximately NOK 67 million in the Private Placement.

-	High Liner Foods, the Company's second largest shareholder currently holding approximately 10% of the outstanding shares in the Company and a close associate of Norcod's board member, Paul Jewer, has pre-committed to subscribe for and will be allocated Offer Shares equal to NOK 75 million in the Private Placement.

-	Sirena Group AS, a close associate of Norcod's board member Boe Romorous Spurre, has pre-committed to subscribe for and will be allocated Offer Shares equal to NOK 8 million in the Private Placement.

-	Christian Riber, CEO in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to NOK 500,000.

-	Jan Severin Sølbæk, Board member in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to DKK 1 million.

-	Boe Romorus Spurre, Board member in Norcod, has pre-committed to subscribe for and will be allocated Offer Shares equivalent to NOK 100,000.

The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount have been set to the NOK equivalent of EUR 100,000. The Company may, however, at its sole discretion, allocate an amount below EUR 100,000 to the extent applicable exemptions from the offer prospectus requirement pursuant to the Norwegian Securities Trading Act and ancillary regulations are available.

The application period in the Private Placement commences today at 16:30 CET and will close on 28 February 2025 at 08:00 CET (the “Application Period”). The Company and the Manager may, at their sole discretion extend or shorten the Application Period at any time and for any reason and on short or without notice. If the Application Period is extended or shortened, the other dates referred to herein might be changed accordingly. The allocation of Offer Shares will be determined after the end of the Application Period and the final allocation will be made at the sole discretion of the board of directors (the “Board”). 

The Company will announce the final number of Offer Shares placed in a stock exchange announcement expected to be published before the opening of trading on the Euronext Growth Oslo on 28 February 2025. 

Completion of the Private Placement is subject to the Board resolving to consummate the Private Placement, allocate the Offer Shares and resolving to summon for the EGM (as defined below) (ii) a resolution by the EGM to increase the share capital in order to facilitate the issuance of the Offer Shares and (iii) the Share Lending Agreement (as defined below) being in full force and effect and the shares to be borrowed pursuant to such agreement being available to the Manager. The Company reserves the right to cancel or modify the terms of the Private Placement at any time and for any reason prior to notification of allocation. Neither the Manager nor the Company or any of their directors, officer, employees, representatives, or advisors will be liable for any losses if the Private Placement is cancelled or modified, irrespective of the reason for such cancellation or modification.

The Offer Shares, other than to the pre-committed investors, is expected to be settled on a delivery versus payment basis on or about 18 March 2025 by delivery of existing and unencumbered shares in the Company that are already listed on Euronext Growth Oslo pursuant to a share lending agreement (the “Share Lending Agreement”) entered into between the Company, the Manager and Artha Norcod A/S. New shares in the Private Placement will be issued by the extraordinary general meeting of the Company planned to be held on or about 14 March 2025 (the “EGM”) and will be used to settle the share loan pursuant to the Share Lending Agreement. The Offer Shares will be tradable upon approval by the EGM.

Allocation will be based on criteria such as (but not limited to) pre-commitments, perceived investor quality, existing ownership in the Company, timeliness of the application, early indication, relative order size, sector knowledge, investment history and investment horizon. Other than the Pre-committed Investors, there is no guarantee that any potential investor will be allocated Offer Shares. Notification of conditional allocation is expected to be issued to the applicants by the Manager on or about 28 February 2025.

The Board has considered the Private Placement in light of the equal treatment obligations under the Norwegian Private Limited Liability Companies Act, and the rules of equal treatment set out in the Continuing obligations for companies admitted to trading on Euronext Growth and Oslo Børs' guidelines on the rules of equal treatment and is of the opinion that the proposed Private Placement is in compliance with these requirements. The Board has considered alternative structures for the raising of new equity. Following careful considerations, the Board is of the view that it will be in the common interest of the Company and its shareholders to raise equity through a private placement setting aside the pre-emptive rights of the shareholders. By structuring the transaction as a private placement, the Company expects to be in a position to complete the share issue in today's market conditions in an efficient manner and at a higher subscription price than would have been the case for a rights issue. In the assessment it has also been taken into consideration that the Private Placement is subject to a publicly announced book-building process. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, the Board has concluded that offering new shares in a private placement on acceptable terms at this time is in the common interest of the shareholders of the Company. 

The Company may, subject to completion of the Private Placement and the Board of Directors being granted an authorization to this effect at the EGM, consider conducting a subsequent repair offering of new shares (the "Subsequent Offering"). If carried out, the size and structure of the Subsequent Offering shall be in line with market practice and be directed towards existing eligible shareholders in the Company as of the 27 February 2025 (as registered in the CSD two trading days thereafter) (the "Record Date") who i) were not allocated Offer Shares in the Private Placement, (ii) were not contacted during pre-sounding ahead of announcement of the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or, for jurisdictions other than Norway, would require a prospectus, registration document or similar action (the "Eligible Shareholders"). The Subsequent Offering will be subject to approval by the EGM, whereas the Eligible Shareholders will receive non-tradeable subscription rights based on their registered shareholdings as at the Record Date. Completion of the Subsequent Offering will be subject to (i) completion of the Private Placement, (ii) relevant corporate resolutions, including the EGM, (iii) the trading price of the Company's shares exceeding the Subscription Price and (iv) if required, the publication of a national prospectus (the "Prospectus") by the Company. The subscription period for any Subsequent Offering (if made) is expected to commence shortly after the EGM.

Advokatfirmaet Haavind AS is acting as legal advisor for Norcod in connection with the Private Placement.


For further information, please contact: 
Christian Riber, Chief Executive Officer, phone: +47 905 37 990, E-mail: [email protected]
Stian Vollan-Hansen, Chief Financial Officer, phone: +47 481 78 846, E-mail: [email protected]


About Norcod
Norcod’s core business is commercial sea farming of cod but through ownership and partnerships is involved in the entire value chain. Norcod’s existing fish farms are located in Mid-Norway with ideal conditions for cod. The company is contributing to blue ocean value creation with minimal impact on the environment while supporting local communities. Norcod is listed on Oslo’s Euronext Growth
market.

This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act and the EU Market Abuse Regulation (MAR).

This announcement was published by Stian Vollan-Hansen, on the date and time provided.