Beskrivning
Land | Norge |
---|---|
Lista | Euronext Growth Oslo |
Sektor | Handel & varor |
Industri | Dagligvaror |
2025-09-03 20:45:41
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA, 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. OTHER RESTRICTIONS ARE APPLICABLE.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES
DESCRIBED HEREIN. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
Reference is made to the announcement made by Proximar Seafood AS (the "Company"
) earlier today, on 3 September 2025, regarding the notice of an extraordinary
general meeting in the Company in connection with inter alia a contemplated
fully underwritten rights issue, to raise gross proceeds of NOK 150 million
(the "Rights Issue") as part of the Company's refinancing plan, as announced by
the Company on 9 July 2025.
Key information relating to the Rights Issue based on the current plan is set
out below.
Date on which the terms and conditions of the rights issue were announced: 3
September 2025.
Last day including right: 17 September 2025 (assuming normal T+2 settlement).
Ex-date: 18 September 2025 (assuming normal T+2 settlement).
Record Date: 19 September 2025.
Date of approval: Expected 17 September 2025.
Maximum number of new shares: 150,000,000.
Subscription price: NOK 1.
Ratio preferential rights: 0.95914 per share.
Subscription ratio: 1:1 (number of new shares per subscription right, to be
rounded down to the nearest whole subscription right).
ABG Sundal Collier ASA, has been retained as manager for the Rights Issue.
Advokatfirmaet Thommessen AS is acting as legal advisor to the Company in
connection with the Rights Issue.
Will the rights be listed yes/no: Yes, the subscription rights will be listed on
Euronext Growth Oslo under the ticker code "PROXT".
ISIN for the preferential rights: To be announced when determined.
Other information: The Rights Issue is subject to (i) approval by the EGM, (ii)
undertakings from more than 2/3 of the holders of the Company's convertible
bonds, that they (a) will accept a conversion at the same price per share as the
subscription price in the Rights Issue and (b) will agree to amending the bond
terms so that the maturity date of the convertible bonds is extended by 15
months with an interest rate of 5% p.a, and (ii) publication of a prospectus for
offering and listing of the new shares to be approved by the Norwegian Financial
Supervisory Authority. Further information regarding the Rights Issue is
included in the notice of the extraordinary general meeting as published by the
Company today, on 3 September 2025, and will be provided in the prospectus.
This information is subject to the disclosure requirements pursuant to Section
5-12 of the Norwegian Securities Trading Act.
For further information, please contact:
Joachim Nielsen, CEO, +81 70 28 11 98 98, [email protected]
Ole Chr. Willumsen, CFO, +47 48 21 34 29 [email protected]
About Proximar Seafood
Proximar Seafood is a Norwegian land-based salmon farming company with its first
production facility and production at the foot of Mount Fuji in Japan. The
company inserted its first batch of eggs in October 2022 and carried out its
first harvest on 30 September 2024. Proximar's brand and logo (Fuji Atlantic
Salmon) were officially launched in October 2024 at our partner Marubeni
Corporation's head quarter in Tokyo. Through land-based salmon farming, using
high-quality groundwater secured close to Mount Fuji, the company produces fresh
Atlantic Salmon, harvested the same day. Proximar's location, near one of the
world's most important fish markets, implies significant advantages, both in
terms of reduced cost and carbon footprint.
- IMPORTANT INFORMATION -
This announcement does not constitute an offer of securities for sale or a
solicitation of an offer to purchase securities of the Company in the United
States or any other jurisdiction. Copies of this document may not be sent to
jurisdictions, or distributed in or sent from jurisdictions, in which this is
barred or prohibited by law. The securities of the Company may not be offered or
sold in the United States absent registration or an exemption from registration
under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities of the Company have not been, and will not be, registered under
the U.S. Securities Act. Any sale in the United States of the securities
mentioned in this communication will be made solely to "qualified institutional
buyers" as defined in Rule 144A under the U.S. Securities Act. No public
offering of the securities will be made in the United States.
Any offering of the securities referred to in this announcement will be made by
means of a prospectus. This announcement is an advertisement and is not a
prospectus for the purposes of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 on prospectuses to be published
when securities are offered to the public or admitted to trading on a regulated
market, and repealing Directive 2003/71/EC (as amended) as implemented in any
EEA Member State (the "Prospectus Regulation"). Investors should not subscribe
for any securities referred to in this announcement except on the basis of
information contained in the prospectus. Copies of the prospectus will,
following publication, be available from the Company's registered office and,
subject to certain exceptions, on the website of the Managers.
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.
In the United Kingdom, this communication is only addressed to and is only
directed at Qualified Investors who (i) are 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) are 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.
This document is not for publication or distribution in, directly or indirectly,
Australia, Canada, Japan, the United States or any other jurisdiction in which
such release, publication or distribution would be unlawful, and it does not
constitute an offer or invitation to subscribe for or purchase any securities in
such countries or in any other jurisdiction. In particular, the document and the
information contained herein should not be distributed or otherwise transmitted
into the United States or to publications with a general circulation in the
United States of America.
The managers are acting for the Company in connection with the Rights Issue and
no one else and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Rights Issue or any transaction or arrangement
referred to in this announcement.
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 "anticipate", "believe",
"continue", "estimate", "expect", "intends", "may", "should", "will" 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 information, opinions and forward-looking
statements contained in this announcement speak only as at its date and are
subject to change without notice. This announcement is made by and is the
responsibility of, the Company. 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. No reliance may be
placed for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness. Neither the Managers nor any of their
respective affiliates accepts any liability arising from the use of this
announcement.