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. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE
SECURITIES DESCRIBED HEREIN
Release of H1 / Q2 Financial information
The first half of 2025 Arctic Fish Holding AS ("Arctic Fish" or the "Company")
had good biological performance and at the same time challenging market
conditions with low prices. Harvested quantities amounted to 2,020 tonnes
compared to 1,275 for the same period last year, which is an increase of 58%
year over year.
Operational EBIT pr. kg amounted to -2.19 EUR pr.kg compared to an Operational
EBIT of 1.82 EUR pr.kg of last year, which is largely due to lower price
achievement.
Biological performance in the quarter was strong with steady growth and good
lice control.
The presentation materials are attached to this announcement and can also be
found on the company website: https://www.arcticfish.is/investor-relations/
Contemplated equity raise of MEUR 35 million
For the purposes of strengthening the Company's balance sheet, in particular its
equity to ensure compliance with the Company's financial covenants under its
loan agreements, the Company intends to raise gross proceeds of the ~NOK
equivalent of EUR 35 million through the issuance of 13,128,300 new shares in
the Company (the "Private Placement"). Mowi ASA (owning 51.28% of the
outstanding shares) and Síldarvinnslan hf. (owning 34.19% of the outstanding
shares) have indicated that they will subscribe for Offer Shares in the Private
Placement, with Mowi to settle its subscription amount through conversion of
debt.
The subscription price per Offer Share will be NOK 31.80 (which was the closing
price of the shares on Euronext Growth on 19 August 2025).
The net proceeds will be used to strengthen the Company's balance sheet to
ensure compliance with the Company's equity covenants under its loan agreements,
as well as for general corporate purposes.
The completion of the Private Placement and the issuance of new shares is
subject to (i) approval by an extraordinary general meeting (the "EGM") of the
Company and (ii) registration of the share capital increase in the Company with
the Norwegian Register of Business Enterprises and issuance of the Offer Shares
in Euronext Securities Oslo (VPS).
Following registration of the share capital increase pertaining to the Private
Placement, the issued share capital of the Company is expected to be NOK
45,004,953 comprising 45,004,953 shares, each with a nominal value of NOK 1.
The Private Placement represents a deviation from the existing shareholders'
pre-emptive right to subscribe for and be allocated new shares in the Company,
c.f. the Norwegian Companies Act. The Board has considered the Private Placement
in light of the equal treatment obligations under the Norwegian Securities
Trading Act, the rules on equal treatment under Oslo Rule Book II for companies
admitted to trading on Euronext Growths Oslo and the Oslo Stock Exchange's
Guidelines on the rule of equal treatment and deemed that the proposed Placing
is in compliance with these obligations.
The Company's needs equity funding to avoid a breach of its financial debt
covenants. The Board believes that its two large shareholders can contribute
with the required equity funding, and has emphasized that the subscription price
has been set to the closing price for the shares on the day prior to the
announcement, and that by structuring the equity raise as a private placement,
the Company will raise the required equity efficiently at a lower cost and with
a significantly reduced completion risk compared to a rights issue or other
structures involving further shareholders. The Board intention is to consider a
subsequent offering (as described below) in which shareholders who did not
participate in the Private Placement may be granted the opportunity to subscribe
for shares on the same terms and conditions.
Subject to completion of the Private Placement and depending on the share price
development, the Board may consider a subsequent offering of new shares of up to
EUR 1 million (the "Subsequent Offering") towards shareholders of the Company as
of close of trading on 20 August 2025 (as registered in the VPS two trading days
thereafter), who (i) were not allocated shares in the Private Placement, and
(ii) 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. Whether a Subsequent Offering will be proposed
will depend on the results of the Private Placement and the subsequent
development of the Company's share price. If the board decides to carry out the
Subsequent Offering, the board will use the board authorization granted by the
annual general meeting held on 4 June 2025, to increase the share capital.
Advisors:
Advokatfirmaet Wiersholm AS is acting as Norwegian legal counsel to the Company
in connection with the Private Placement.
Contact:
For additional information, please contact: CEO: Daníel Jakobsson Email:
dja@afish.is - Tel: +354 820 6827 or CFO: Baldur Smári Einarsson - Email:
bse@afish.is - Tel: +354 690 1222
This information is considered to be inside information pursuant to the EU
Market Abuse Regulation and is subject to the disclosure requirements pursuant
to section 5-12 the Norwegian Securities Trading Act. This stock exchange
announcement was published by Baldur Smári Einarsson, CFO on the time and date
provided.
Arctic Fish in brief
Arctic Fish (AFISH) is a leading salmon farmer in Iceland with an attractive and
sustainable value chain from smolt to sales. The production capacity for the
company is 29,800 tonnes MAB (Maximum Allowed Biomass) and includes licenses
covering 10 farming areas in 5 different fjords, all located in the Westfjords
of Iceland. The company's value chain consists of a state-of-the-art RAS
hatching and smolt production facility, attractive sea sites with high bearing
capacity and high-energy equipment, and a newly completed harvesting facility
with sufficient capacity to secure the utilization of the licenses and growth
objectives for the company.
Important notice
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. 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.
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 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 (EU) 2017/1129 as amended (together with any
applicable implementing measures in any Member State.
This communication is only being distributed to and is only directed at persons
in the United Kingdom 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) high net worth entities,
and other persons to whom this announcement may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). This communication must not be acted
on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this communication relates is available only for
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 believe 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 their 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 make any
guarantee 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 announcement.
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.
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.
The distribution of this announcement and other information may be restricted by
law in certain jurisdictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves about and
to observe any such restrictions.