NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, 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.
Reference is made to the stock exchange announcements published by Barramundi
Group Ltd. (the "Company") on 15 August 2025 and 2 September 2025 regarding the
EGM notice and minutes to the EGM.
The Company has today completed the signing of the Share Subscription Agreement
("SSA") with certain existing shareholders of the Company and United Overseas
Bank Limited ("UOB")(collectively the "Subscribers").
In relation to the aforementioned private placement, the Company intends to
allot and issue up to 135,032,761 ordinary shares (inclusive of shares to be
issued to UOB under the debt equity swap described below) in the capital of the
Company ("Ordinary Shares"), with gross proceeds of up to SGD 3.4 million.
As set out in the Scheme Document, a subsequent offering with similar terms may
be offered to the shareholders of the Company (other than the Subscribers) to
comply with the applicable listing rules of the Euronext Growth Oslo Exchange,
in line with market practice and subject to available exemptions (such
subsequent offering, the "Subsequent Offering"). In connection therewith, the
Company has, on 5 September 2025, offered to the Eligible Remaining Shareholders
the right to subscribe for a proportionate number of new Shares out of a total
of 45,476,503 new Shares, at a price of SGD 0.0289 (equivalent to approximately
NOK 0.231) per Share, rounded down to the nearest whole share. Please refer to
the stock exchange announcements published by the Company on 5 September 2025
for terms of the Subsequent Offering.
The right to subscribe for Shares pursuant to the Subsequent Offering is
non-transferable. It is the intention that the Shares subscribed under the
Subsequent Offering will as nearly as possible reduce in accordance with the
terms of this Agreement certain Subscribers' portions of the Subscription Shares
pro rata, keeping the total Ordinary Shares issued to 135,032,761 ordinary
shares.
The following conditional allocations have been made to primary insiders in the
Private Placement, subject to adjustments arising from the Subsequent Offering
and completion of the SSA:
o Andrew Kwan Kok Tiong, Board Member of the Company, has subscribed for and
been allocated 41,340,224 shares in the Private Placement of the Company at a
subscription price of SGD 0.0289 per share. Following this transaction, he holds
a total of 45,768,045 shares in the Company, corresponding to approximately 26%
of the outstanding shares and votes.
o Warif Holdings Limited, a close associate of Khairuddin Abd Hamid, Board
Member of the Company, has subscribed for and been allocated 41,340,224 shares
in the Private Placement of the Company at a subscription price of SGD 0.0289
per share. Following this transaction, they hold a total of 45,709,892 shares in
the Company, corresponding to approximately 26% of the outstanding shares and
votes.
DISCLOSURE REQUIREMENTS
This information is subject to the disclosure requirements in Regulation (EU) No
596/2014 (MAR) article 19 and section 5-12 of the Norwegian Securities Trading
Act.
For further inquiries, please contact:
James Kwan
Chief Executive Officer
Vanessa Tan
Chief Financial Officer
Email: investors@barramundi.com